Common use of Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions Clause in Contracts

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each Group Company and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”). Without limiting the foregoing, neither any Group Company nor, any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iv) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each Group Company and each other Warrantors and their Affiliates and Warrantor and, to the Knowledge of the Warrantors, their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) Agents are and have been in compliance with all applicable laws Applicable Laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”)) including the Anti-Bribery Law as if it were a U.S. Person and no Group Company nor, to the Knowledge of the Warrantors, any of its Agents has taken or will take any action (directly or indirectly) that has resulted in or will result in a violation of any Compliance Law, including the Anti-Bribery Law. Except as disclosed in Section 3.22(a) of the Disclosure Schedule, to the Knowledge of the Warrantors, no Public Official (i) holds an ownership or other economic interest, direct or indirect, in any Group Company or First-Tier Franchisee or in the contractual relationship formed by any Transaction Document, or (ii) serves as an officer, director or employee of any Group Company or First-Tier Franchisee. No Group Company has received any past or present allegation or conducted any internal investigation related to a violation or potential violation of the Compliance Laws. No Warrantor has any information that would lead a reasonable person to believe that there is a high likelihood that any person has offered or made any payment or other thing of value in violation of any Anti-Bribery Law on behalf of or for the benefit of any Group Company. Without limiting the foregoing, neither any Group Company nor, to the Knowledge of the Warrantors, any Representative hasAgent has taken or will take any act in furtherance of a payment, directly or indirectly, offeredto offer, authorizedauthorize, promisedpromise, condonedcondone, participated in, consummatedparticipate in or consummate, or has received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iv) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.,

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each of the Group Company and other Warrantors and their Affiliates and Companies, the Seller and, to the Knowledge of the Warrantors, their respective directors, officers, managers, officers and employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are ), is and have has been in compliance with all applicable laws Laws relating to anti-anti- bribery, anti-corruption, anti-money laundering, sanctions, corruption-related record keeping and internal control laws Laws (collectively, the “Compliance Anti-Bribery Laws”). Without limiting the foregoing, neither any none of the Group Company norCompanies and, any Representative to the Knowledge of the Warrantors, their Representatives has, : directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, or request for information of (ai) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (bii) the taking of any action by any Person which (iA) would violate the U.S. United States Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iiiB) would violate the U.K. Bribery ActAct 2010, if taken by an entity subject to the U.K. Bribery ActAct 2010, or (ivC) could reasonably be expected to constitute a violation of any applicable Compliance LawAnti-Bribery Laws; (ciii) the making of any false or fictitious entries in the books or records of any Group Company by any PersonCompany; or (div) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. The Group Companies have established or is subject to adequate internal controls and procedures intended to ensure compliance with the Anti-Bribery Laws.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each Group Company and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”). Without limiting the foregoing, neither any Group Company nor, any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official Public Official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public officialPublic Official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iviii) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.. Schedule IV Disclosure Schedule Schedule IV Schedule V Covenants of the Warrantors Each of the Warrantors hereby jointly and severally covenants to the Investors as follows:

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. Each Group Company and other Warrantors and their Affiliates and their respective directors, officers, managers, employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are and have been in compliance with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, record keeping and internal control laws (collectively, the “Compliance Laws”). Without limiting the foregoing, neither any Group Company nor, any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, (a) the making of any gift or payment of anything of value to any public official Public Official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public officialPublic Official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (b) the taking of any action by any Person which (i) would violate the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iii) would violate the U.K. Bribery Act, if taken by an entity subject to the U.K. Bribery Act, or (iviii) could reasonably be expected to constitute a violation of any applicable Compliance Law; (c) the making of any false or fictitious entries in the books or records of any Group Company by any Person; or (d) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.

Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions. (a) Each of the Group Company and other Warrantors and their Affiliates and Companies, the Seller and, to the Knowledge of the Warrantors, their respective directors, officers, managers, officers and employees, independent contractors, representatives, agents and other Persons acting on their behalf (collectively, the “Representatives”) are ), is and have has been in compliance with all applicable laws Laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, corruption-related record keeping and internal control laws Laws (collectively, the “Compliance Anti-Bribery Laws”). Without limiting the foregoing, neither any none of the Group Company norCompanies and, any Representative to the Knowledge of the Warrantors, their Representatives has, : directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of, or request for information of (ai) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person; (bii) the taking of any action by any Person which (iA) would violate the U.S. United States Foreign Corrupt Practices ActAct of 1977, as amended (the “FCPA”), if taken by an entity subject to the FCPA, (ii) would violate any sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) under authority delegated to the Secretary of the Treasury by the President of the United States or provided to the Secretary of the Treasury by statute, and any order or license issued by, or under authority delegated by, the President or provided to the Secretary of the Treasury by statute in connection with a sanctions program thus administered by OFAC; (iiiB) would violate the U.K. Bribery ActAct 2010, if taken by an entity subject to the U.K. Bribery ActAct 2010, or (ivC) could reasonably be expected to constitute a violation of any applicable Compliance LawAnti-Bribery Laws; (ciii) the making of any false or fictitious entries in the books or records of any Group Company by any PersonCompany; or (div) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment. The Group Companies have established or is subject to adequate internal controls and procedures intended to ensure compliance with the Anti-Bribery Laws.