Common use of Anti-Bribery and Anti-Corruption Laws Clause in Contracts

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”), ") and the applicable anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or to the knowledge of the Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties Parties, their respective Subsidiaries, their respective directors, officers and employees and to the knowledge of the Borrower, their respective agents, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), and the anti-bribery and anti-corruption laws laws, rules and regulations of those any jurisdictions in which they do business applicable to the Loan Parties or their Subsidiaries from time to time (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereofAuthority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) improperly influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents. (v) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan 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.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties Parties, their respective Subsidiaries, their respective directors, officers and employees and to the knowledge of the Borrower, their respective agents, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws laws, rules and regulations of those any jurisdictions in which they do business applicable to the Loan Parties or their Subsidiaries from time to time (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereofAuthority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) improperly influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents. (v) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan 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.

Anti-Bribery and Anti-Corruption Laws. (ia) The Loan Parties Parties, their respective Subsidiaries and Affiliates, their respective directors, officers and employees and to the knowledge of the Borrower, their respective agents, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended amended, the Corruption of Foreign Public Officials Act (the “FCPA”), Canada) and the anti-bribery and anti-corruption laws laws, rules and regulations of those any jurisdictions in which they do business applicable to the Loan Parties or their Subsidiaries (collectively, the “Anti-Corruption Laws”). (iib) None of the Loan Parties nor any of their Subsidiaries or Affiliates has at any time: (Ai) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereofAuthority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1A) improperly influencing any act or decision of such Foreign Official in his, her, or its official capacity; or or (2ii) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3C) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) or acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iiic) To the knowledge of the Loan Parties, The Borrower has not received notice that there are, and are or have been, no been any allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (ivd) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents. (e) The Borrower will not request any Loan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries, Affiliates and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan hereunder 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.

Anti-Bribery and Anti-Corruption Laws. (ia) The Each Loan Parties are Party is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (iib) None of the No Loan Parties Party has at any time: (Ai) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person Person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1A) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2B) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, ; or (3C) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (Bii) acted or attempted to act in any manner which would subject any of the Loan Parties Borrower to liability under any Anti-Corruption Law. (iiic) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties Party or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons Persons acting or purporting to act on their behalf. (ivd) The Each Loan Parties have Party has adopted, implemented and maintain maintains anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-"Anti- Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption LawLaw that could reasonably be expected to result in a Material Adverse Effect. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or Parties, their Subsidiaries or, to the knowledge of the Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalfstockholders. (iv) The Loan Parties have adopted, implemented and maintain anti-anti- bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (ia) The Loan Parties Parties, their respective Subsidiaries and Affiliates, their respective directors, officers and employees and to the knowledge of the Borrower, their respective agents, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended amended, the Corruption of Foreign Public Officials Act (the “FCPA”), Canada) and the anti-bribery and anti-corruption laws laws, rules and regulations of those any jurisdictions in which they do business applicable to the Loan Parties or their Subsidiaries (collectively, the “Anti-Corruption Laws”). (iib) None of the Loan Parties nor any of their Subsidiaries or Affiliates has at any time: (Ai) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereofAuthority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1A) improperly influencing any act or decision of such Foreign Official in his, her, or its official capacity; or or (2ii) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3C) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) or acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iiic) To the knowledge of the Loan Parties, The Borrower has not received notice that there are, and are or have been, no been any allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (ivd) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents. (e) The Borrower will not request any Loan hereunder, and the Borrower shall not use, and shall ensure that any Subsidiary of Parent, their Affiliates and their respective directors, officers, employees and agents shall not use, the proceeds of any Loan hereunder 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.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), ) and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, as of the Effective Date, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. Neither the Company nor its subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) The Loan Parties are in compliance with violated any anti-bribery or anti- corruption laws applicable to the U.S. Company, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended 1977 and Corruption of Foreign Public Officials Act (the “FCPA”Canada), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). or (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, givenpromised to pay, or authorized the payment or giving of any money, gift or other thing offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any Government Official, whether directly or indirectly, to or for the benefit of through any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”)person, for the purpose of: (1) of influencing any act or decision of such Foreign a Government Official in his, her, his or its her official capacity; or (2) inducing such Foreign a Government Official to do, do or omit to do, an do any act in violation of the his or her lawful duty of such Foreign Official, or (3) duties; securing any improper advantage, ; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in order to obtain obtaining or retain retaining business for, for or with, or to direct directing business to, any Personperson; or or (B) acted or attempted to act any person in any a manner which would subject constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any of improper advantage. Neither the Loan Parties Company nor its subsidiaries nor to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan PartiesCompany, there areany director, and have beenofficer, no allegationsemployee, investigations consultant, representative or inquiries with regard to a potential violation agent of foregoing, has (i) conducted or initiated any Anti-Corruption Law by review, audit, or internal investigation that concluded the Company or its subsidiaries, or any director, officer, employee, consultant, representative or agent of the Loan Parties foregoing violated such laws or committed any of their respective current or former directors, officers, employees, stockholders or agentsmaterial wrongdoing, or other persons acting (ii) made a voluntary, directed, or purporting involuntary disclosure to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain any Governmental Authority responsible for enforcing anti-bribery and antior anti- corruption laws, in each case, with respect to any alleged act or omission arising under or relating to non-corruption policies and procedures that are reasonably designed to ensure compliance with the Antiany such laws, or received any notice, request, or citation from any person alleging non-Corruption Lawscompliance with any such laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Each Loan Parties are Party is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the UK Brxxxxx Xxx 0000 (the "UK Act") and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"), as applicable to such Loan Party. (ii) None of the Loan Parties has at any timehas, within the past five years: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries by any Governmental Authority with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or or, to the knowledge of such Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties and the Controlled Parent Affiliates of the Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties or any Controlled Parent Affiliate of any Loan Party has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Anti-Corruption Law by any of the Loan Parties or any Controlled Parent Affiliate of any of them or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties and their Controlled Parent Affiliates have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. ‌ (ia) The Loan Parties Parties, their respective Subsidiaries and Affiliates, their respective directors, officers and employees and to the knowledge of the Borrower, their respective agents, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended amended, the Corruption of Foreign Public Officials Act (the “FCPA”), Canada) and the anti-bribery and anti-corruption laws laws, rules and regulations of those any jurisdictions in which they do business applicable to the Loan Parties or their Subsidiaries (collectively, the “Anti-Corruption Laws”). (iib) None of the Loan Parties nor any of their Subsidiaries or Affiliates has at any time: (Ai) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereofAuthority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1A) improperly influencing any act or decision of such Foreign Official in his, her, or its official capacity; or or (2ii) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3C) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) or acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iiic) To the knowledge of the Loan Parties, The Borrower has not received notice that there are, and are or have been, no been any allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (ivd) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents. (e) The Borrower will not request any Loan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries, Affiliates and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan hereunder 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.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), ) and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the any Loan PartiesParty, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”), ") and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the any Loan PartiesParty, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.. DOCID - 27822767.5 ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties Parties, their respective Subsidiaries, their respective directors, officers and employees and to the knowledge of Debtor, their respective agents, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws laws, rules and regulations of those any jurisdictions in which they do business applicable to the Loan Parties or their Subsidiaries from time to time, including under the UK Bribery Act 2010 and the UK Proceeds of Crime Act 2002 (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties or, to the knowledge of Debtor, their respective Subsidiaries has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereofAuthority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) improperly influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adoptedand their Subsidiaries employ risk-based, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed reasonable measures to ensure compliance with the Anti-Corruption Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents. (v) Debtor will not request any Loan hereunder, and Debtor shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan hereunder 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.

Anti-Bribery and Anti-Corruption Laws. (i) The Each Loan Parties are Party and each of its Subsidiaries is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (amended, the “FCPA”), UK Xxxxxxx Xxx 0000 and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”), as applicable to such Loan Party and each of its Subsidiaries. (ii) None of the Loan Parties has at any timeand none of the Subsidiaries have: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries by any Governmental Authority with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any Subsidiaries or, to the knowledge of such Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties and their Subsidiaries have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Each Loan Parties are Party and each of its Subsidiaries is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (amended, the “FCPA”), UK Bxxxxxx Xxx 0000 and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”), as applicable to such Loan Party and each of its Subsidiaries. (ii) None of the Loan Parties has at any timeand none of the Subsidiaries have: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries by any Governmental Authority with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any Subsidiaries or, to the knowledge of such Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties and their Subsidiaries have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or or, to the knowledge of any Loan Party, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or or, to the Parent’s knowledge, by any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) The Loan Parties are in compliance with violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business Foreign Public Officials Act (collectively, the “Anti-Corruption Laws”). , or (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, givenpromised to pay, or authorized the payment or giving of any money, gift or other thing offered, given, promised to give, or authorized the giving of anything of value, directly or indirectlythat goes beyond what is reasonable and customary and/or of modest value: (A) to (1) any official, to or for the benefit of any officer, employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organizationrepresentative of, or any foreign person acting in an official capacity for or on behalf of, any Governmental Authority, (2) any salaried political party or official thereofofficial, elected member of political office or candidate for foreign political office office, or (collectively3) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses (each, a “Foreign Government Official”), whether directly or through any other person, for the purpose of: (1) of influencing any act or decision of such Foreign a Government Official in his, her, his or its her official capacity; or (2) inducing such Foreign a Government Official to do, do or omit to do, an do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the lawful duty of such Foreign OfficialCompany in obtaining or retaining business for or with, or directing business to, any person; or (3B) securing to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage, in order to obtain each case of (A) or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (1) conducted or initiated any review, audit, or internal investigation that concluded the Company or the Subsidiaries, or a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing in connection with such laws, or (2) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws;

Anti-Bribery and Anti-Corruption Laws. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) The Loan Parties are in compliance with violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of 1977Foreign Public Officials Act, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). or (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, givenpromised to pay, or authorized the payment or giving of any money, gift or other thing offered, given, promised to give, or authorized the giving of anything of value, directly or indirectlythat goes beyond what is reasonable and customary and/or of modest value: (A) to (1) any official, to or for the benefit of any officer, employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organizationrepresentative of, or any foreign person acting in an official capacity for or on behalf of, any Governmental Authority, (2) any salaried political party or official thereofofficial, elected member of political office or candidate for foreign political office office, or (collectively3) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses (each, a “Foreign Government Official”), whether directly or through any other person, for the purpose of: (1) of influencing any act or decision of such Foreign a Government Official in his, her, his or its her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (1) conducted or initiated any review, audit, or internal investigation that concluded the Company or the Subsidiaries, or a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (2) inducing such Foreign Official to domade a voluntary, directed, or omit involuntary disclosure to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain Governmental Authority responsible for enforcing anti-bribery and or anti-corruption policies and procedures that are reasonably designed laws, in each case with respect to ensure any alleged act or omission arising under or relating to non-compliance with the Antiany such laws, or received any notice, request, or citation from any person alleging non-Corruption Laws.compliance with any such laws;

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance With respect to the activities contemplated under this Agreement, each Party shall comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the ) or any other applicable anti-bribery and or anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Compliance Laws”). (ii) None of . With respect to the Loan Parties has at activities contemplated under this Agreement, each Party represents and warrants to each other that neither it, nor its respective Affiliates, nor to its knowledge, any time: (A) offereddirectors, promisedofficers, paidemployees, givennor to its knowledge, any consultant, agent or authorized the payment or giving of any money, gift representative or other thing of valueperson acting on its behalf has taken or will take any action, directly or indirectly, to pay, offer, promise or for authorize the benefit of any employee, official, representativepayment, or other person acting on behalf giving of anything of value to any foreign (i.e., non-U.S.) Governmental Authority thereofGovernment Official, or to any person, and has not accepted and will not accept a payment for any item of any public international organizationvalue or benefit, or any foreign political party or official thereofregardless of value, or candidate for foreign political office (collectively, “Foreign Official”), a) for the purpose of: of (1i) influencing any act or decision of such Foreign Official Government Official(s) or person in his, her, or its their official capacity; or (2) inducing such Foreign Official , including the failure to do, or omit to do, perform an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantageofficial function, in order to assist it or its Affiliates or any beneficiary of it in obtaining or retaining business, or directing business to any Third Party, (ii) securing an improper advantage, (iii) inducing such Government Official(s) or person to use their influence to affect or influence any act or decision of a government entity, as applicable, or commercial enterprise, as applicable, in CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. order to assist it or any person related to it, its Affiliates or any beneficiary of it in obtaining or retaining business, or directing business to any Third Party, or (iv) providing an unlawful personal gain or benefit, of financial or other value, to such Government Official(s) or person; (b) to improperly obtain or retain business foror to gain an improper advantage; or (c) otherwise for the benefit of it, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there are, and have been, no allegations, investigations or inquiries with regard to a potential its Affiliates in violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directorsfederal, officersstate, employeeslocal, stockholders or agentsmunicipal, foreign, international, multinational or other persons acting administrative law. With respect to the activities contemplated by this Agreement, there will be no false or purporting fictitious entries made in the books or records of either party relating to act on their behalf. (iv) The Loan Parties have adoptedany payment that applicable anti-corruption, implemented and maintain anti-bribery and antimoney laundering-corruption policies related legal requirements, including Compliance Laws, prohibits, and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Lawsneither party will establish or maintain a secret or unrecorded fund for use in making any such payments.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or or, to the knowledge of any Loan Party, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (ia) The Loan Parties Group Companies are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (iib) None of the Loan Parties Group Companies has at any time: (Ai) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (Bii) acted or attempted to act in any manner which would subject any of the Loan Parties Group Companies to liability under any Anti-Corruption Law. (iiic) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or Group Companies or, to the knowledge of the Company, any of their respective the current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalfagents of any of the Group Companies. (ivd) The Loan Parties Group Companies have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (ia) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “Anti-Corruption Laws”). (iib) None of the Loan Parties has at any time: (Ai) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “Foreign Official”), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (Bii) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iiic) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (ivd) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or or, to the knowledge of the Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf.. US-DOCS\103792213.14 (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the UK Bribery Act (the "UK Act") and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, to the knowledge of Parent or any of its Subsidiaries, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the Xxxxxxx Xxx 0000 (the "UK Act")"), the Corruption of Foreign Public Officials Act (Canada), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; (B) otherwise violated, attempted to violate or engaged in or conspired to engage in any transaction that would evade or avoid, or have the purpose of evading or avoiding, any Anti-Corruption Law; or (BC) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption Law. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalf. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.

Anti-Bribery and Anti-Corruption Laws. (i) The Loan Parties are in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), and the anti-bribery and anti-corruption laws of those jurisdictions in which they do business (collectively, the “"Anti-Corruption Laws”"). (ii) None of the Loan Parties has at any time: (A) offered, promised, paid, given, or authorized the payment or giving of any money, gift or other thing of value, directly or indirectly, to or for the benefit of any employee, official, representative, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority thereof, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office (collectively, “"Foreign Official”"), for the purpose of: (1) influencing any act or decision of such Foreign Official in his, her, or its official capacity; or (2) inducing such Foreign Official to do, or omit to do, an act in violation of the lawful duty of such Foreign Official, or (3) securing any improper advantage, in order to obtain or retain business for, or with, or to direct business to, any Person; or (B) acted or attempted to act in any manner which would subject any of the Loan Parties to liability under any Anti-Corruption LawLaw that could reasonably be expected to result in a Material Adverse Effect. (iii) To the knowledge of the Loan Parties, there There are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Law by any of the Loan Parties or Parties, their Subsidiaries or, to the knowledge of the Loan Parties, any of their respective current or former directors, officers, employees, stockholders or agents, or other persons acting or purporting to act on their behalfstockholders. (iv) The Loan Parties have adopted, implemented and maintain anti-bribery and anti-corruption policies and procedures that are reasonably designed to ensure compliance with the Anti-Corruption Laws.