Common use of Anti-Bribery; Anti-Corruption Clause in Contracts

Anti-Bribery; Anti-Corruption. Neither Holdings nor any of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, nor, to the knowledge of Holdings and the Borrower, any agent, employee or representative of Holdings or its Subsidiaries, or any affiliate or other person associated with or acting on behalf of Holdings or its Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Xxxxxxx Xxx 0000, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any Since the Reference Date, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe Group Companies or, to the knowledge Knowledge of Holdings and the BorrowerCompany, any agentof the Group Companies’ respective directors, employee officers, Affiliates or representative any other Persons acting on their behalf, at their direction or for their benefit has, in connection with the operation of Holdings the businesses of the Group Companies, directly or its Subsidiariesindirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, ; or any political party or party official or candidate for political office; (iiif) otherwise violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., the U.K. United Kingdom Xxxxxxx Xxx 0000, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, 0000 or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (the “Anti-Corruption Laws”). None of the Group Companies or any of the Group Companies’ respective directors, officers, Affiliates or, to the Knowledge of the Company, any of the Group Companies’ respective employees or any other Persons acting on their behalf, at their direction or for their benefit, (i) is or has been the subject of an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthe provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. Each Since the Reference Date, the Group Companies have had and maintained a system or systems of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures internal controls reasonably designed to promote and (x) ensure compliance with all applicable antithe Anti-bribery Corruption Laws and anti(y) prevent and detect violations of the Anti-corruption lawsCorruption Laws.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any (a) Since the Reference Date, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe GXXX Group Companies or, to the knowledge Knowledge of Holdings and the BorrowerGXXX, any agentof the GXXX Group Companies’ respective directors, employee officers, or representative employees has, in connection with the operation of Holdings the business of the GXXX Group Companies, directly or its Subsidiariesindirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing; or (f) violated, conspired to violate or any political party or party official or candidate for political office; (iii) violated or is in aided and abetted the violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Xxxxxxx Xxx 0000, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery money laundering or antiAnti-corruption laws; Corruption Laws. (b) None of the GXXX Group Companies or any of the GXXX Group Companies’ respective directors, officers or, to the Knowledge of GXXX, any of the GXXX Group Companies’ respective employees (i) is or has been the subject of an undisclosed claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthe provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. Each GXXX has established and maintains a system of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures internal controls reasonably designed to promote and ensure compliance with all applicable antithe Anti-bribery Corruption Laws and antihas, and has implemented, the Anti-corruption lawsCorruption Compliance Policy which is made publicly available by GXXX.

Anti-Bribery; Anti-Corruption. Neither Holdings nor (a) None of the Group Companies or any of the Group Companies’ respective directors, officers, employees, any holders of its Subsidiariesequity securities or rights to purchase its equity securities (acting in such capacity), nor Affiliates, or to the Knowledge of any director of the Group Companies, any other Persons acting on their behalf, at their direction or officer for their benefit has, in connection with the operation of Holdings the business of the Group Companies, directly or its Subsidiariesindirectly: (a) made, norauthorized, offered or promised to make or offer any payment, loan, gift or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the knowledge benefit of Holdings and the Borrowerany Person, any agentgovernment official, employee candidate for public office, political party or representative of Holdings or its Subsidiariespolitical campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiaries, has campaign for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing; (f) used funds or other assets, or made any political party promise of undertaking in such regard, for establishment or party official maintenance of a secret, unrecorded or candidate for political officeimproperly recorded fund; or (iiig) otherwise violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, Chapter 9 of Part B of the U.K. Xxxxxxx Xxx 0000Israeli Penal Law, as amended1977, the Corruption of Foreign Public Officials Act (Canada)Israeli Prohibition on Money Laundering Law, as amended, 2000 or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (the “Anti-Corruption Laws”). None of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, employees, Affiliates or any other Persons acting on their behalf, at their direction or for their benefit, (i) is or has been the subject of an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each the provision of Holdings and the Borrower anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has institutedreceived any notice or other communication from, maintained and enforcedor made a voluntary disclosure to, and will continue any Governmental Entity regarding any actual, alleged or potential violation of, or failure to maintain and enforcecomply with, policies and procedures designed to promote and ensure any Anti-Corruption Law. (b) The Group Companies’ business has been conducted in compliance with all applicable antimaterial Anti-bribery and anti-corruption lawsCorruption Laws to which it is subject.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any Except as would not, individually or in the aggregate, reasonably be expect to be material to the Group Companies taken as a whole, for the past five (5) years, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe Group Companies or, to the knowledge Knowledge of Holdings and the BorrowerCompany, any agentof the Group Companies’ respective directors, employee officers, employees, Affiliates or representative any other Persons acting on their behalf, at their direction or for their benefit has, in connection with the operation of Holdings the business of the Group Companies, directly or its Subsidiariesindirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature in violation of Anti-Corruption Laws; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit materially inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, ; or (f) otherwise violated any political party or party official or candidate for political office; (iii) violated or is in violation of any applicable provision of (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-l, et seq., (ii) the U.K. United Kingdom Xxxxxxx Xxx 0000, as amended, the Corruption of Foreign Public Officials Act or (Canada), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under iii) any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (collectively, the “Anti-Corruption Laws”). For the past five (5) years, none of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, Affiliates or any of the Group Companies’ respective employees or any other Persons acting on their behalf, (i) is or has been the subject of an unresolved claim or unresolved allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each the provision of Holdings and the Borrower anything of value, directly or indirectly, to any government official, to any political party or official thereof or to any candidate for political office, or (ii) has institutedreceived any notice or other communication from, maintained and enforcedor made a voluntary disclosure to, and will continue any Governmental Entity regarding any actual, alleged or potential violation of, or failure to maintain and enforcecomply with, policies and procedures designed to promote and ensure compliance with all applicable antiany Anti-bribery and anti-corruption lawsCorruption Law.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any Since the Reference Date, except as would not, individually or in the aggregate, reasonably be expected have a Company Material Adverse Effect, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe Group Companies or, to the knowledge Knowledge of Holdings and the BorrowerCompany, any agentof the Group Companies’ respective directors, employee officers, employees, Affiliates (including any direct or representative indirect controlling equityholder of Holdings the Company Shareholder) or its Subsidiariesany other Persons acting on their behalf, at their direction or for their benefit has, in connection with the operation of the business of the Group Companies, directly or indirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature in violation of Anti-Corruption Laws; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit materially inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, ; or (f) otherwise violated any political party or party official or candidate for political office; (iii) violated or is in violation of any applicable provision of (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., (ii) the U.K. Xxxxxxx United Kingdom Bxxxxxx Xxx 0000, as amended(iii) Brazilian Federal Law No. 12,846/2013, (iv) Brazilian Federal Law No. 8,429/1992, (v) Brazilian Federal Law No. 9,613/1998, (vi) Brazilian Federal Law No. 12,813/2013, (vii) Brazilian Federal Law No. 8,666/1993, (viii) Brazilian Federal Law No. 14,133/2021, (ix) Brazilian Decree-Law No. 2,848/1940, (x) the Irish Criminal Justice (Corruption of Foreign Public Officials Act Offenses) Axx 0000 or (Canada), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under xi) any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (collectively, the “Anti-Corruption Laws”). Since the Reference Date, none of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, Affiliates (including any direct or indirect controlling equityholder of the Company Shareholder) or any of the Group Companies’ respective employees or any other Persons acting on their behalf, (i) is or has been the subject of an unresolved claim or unresolved allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthe provision of anything of value, directly or indirectly, to any government official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. Each Since the Reference Date, the Group Companies have had and maintained a system or systems of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures internal controls reasonably designed to promote and (x) ensure compliance with all applicable antithe Anti-bribery Corruption Laws and anti(y) prevent and detect violations of the Anti-corruption lawsCorruption Laws.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any (a) Since the Reference Date, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe eLMTree Group Companies or, to the knowledge Knowledge of Holdings and the BorrowerBest Assistant, any agentof the eLMTree Group Companies’ respective directors, employee officers or representative employees has, in connection with the operation of Holdings the business of the eLMTree Group Companies, directly or its Subsidiariesindirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing; or (f) violated, conspired to violate or any political party or party official or candidate for political office; (iii) violated or is in aided and abetted the violation of any anti-money laundering or any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Xxxxxxx Xxx 000015 U.S.C. §§78dd-1, as amendedet seq., the Corruption of Foreign Public Officials United Kingdom Bribery Act (Canada), as amended, 2010 or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (the “Anti-Corruption Laws”). (b) None of the eLMTree Group Companies or any of the eLMTree Group Companies’ respective directors, officers or, to the Knowledge of Best Assistant, any of the eLMTree Group Companies’ respective employees (i) is or has been the subject of an undisclosed claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthe provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. Each The eLMTree Group Companies have established and maintain a system or systems of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures internal controls reasonably designed to promote and (x) ensure compliance with all applicable antithe Anti-bribery Corruption Laws and anti(y) prevent and detect violations of the Anti-corruption lawsCorruption Laws.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any Since the Reference Date, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe Group Companies or, to the knowledge Knowledge of Holdings and the BorrowerCompany, any agentof the Group Companies’ respective directors, employee officers, employees, Affiliates or representative any other Persons acting on their behalf, at their direction or for their benefit has, in connection with the operation of Holdings the business of the Group Companies, directly or its Subsidiariesindirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, ; or any political party or party official or candidate for political office; (iiif) otherwise violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq., the U.K. United Kingdom Xxxxxxx Xxx 0000, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, 0000 or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (the “Anti-Corruption Laws”). None of the Group Companies or any of the Group Companies’ respective directors, officers, Affiliates or, to the Knowledge of the Company, any of the Group Companies’ respective employees or any other Persons acting on their behalf, at their direction or for their benefit, (i) is or has been the subject of an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthe provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. Each Since the Reference Date, the Group Companies have had and maintained a system or systems of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures internal controls reasonably designed to promote and (x) ensure compliance with all applicable antithe Anti-bribery Corruption Laws and anti(y) prevent and detect violations of the Anti-corruption lawsCorruption Laws.

Anti-Bribery; Anti-Corruption. Neither Holdings nor (a) None of the Group Companies or any of the Group Companies’ respective directors, officers, employees, any holders of its Subsidiariesequity securities or rights to purchase its equity securities (acting in such capacity), nor Affiliates, or to the Knowledge of any director of the Group Companies, any other Persons acting on their behalf, at their direction or officer for their benefit has, in connection with the operation of Holdings the business of the Group Companies, directly or its Subsidiariesindirectly: (a) made, norauthorized, offered or promised to make or offer any payment, loan, gift or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the knowledge benefit of Holdings and the Borrowerany Person, any agentgovernment official, employee candidate for public office, political party or representative of Holdings or its Subsidiariespolitical campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing; (f) used funds or other assets, or made any political party promise of undertaking in such regard, for establishment or party official maintenance of a secret, unrecorded or candidate for political officeimproperly recorded fund; or (iiig) otherwise violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, Chapter 9 of Part B of the U.K. Xxxxxxx Xxx 0000Israeli Penal Law, as amended1977, the Corruption of Foreign Public Officials Act (Canada)Israeli Prohibition on Money Laundering Law, as amended, 2000 or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (the “Anti-Corruption Laws”). None of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, employees, Affiliates or any other Persons acting on their behalf, at their direction or for their benefit, (i) is or has been the subject of an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. Each the provision of Holdings and the Borrower anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has institutedreceived any notice or other communication from, maintained and enforcedor made a voluntary disclosure to, and will continue any Governmental Entity regarding any actual, alleged or potential violation of, or failure to maintain and enforcecomply with, policies and procedures designed to promote and ensure any Anti-Corruption Law. (b) The Group Companies’ business has been conducted in compliance with all applicable antimaterial Anti-bribery and anti-corruption lawsCorruption Laws to which it is subject.

Anti-Bribery; Anti-Corruption. Neither Holdings nor any Since the Reference Date, none of its Subsidiaries, nor any director or officer of Holdings or its Subsidiaries, northe Group Companies or, to the knowledge Knowledge of Holdings and any the BorrowerCompany, any agentof the Group Companies’ respective directors, employee officers, employees, Affiliates or representative any other Persons acting on their behalf, at their direction or for their benefit has, in connection with the operation of Holdings the business of the Group Companies, directly or its Subsidiariesindirectly: (a) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any government official, candidate for public office, political party or political campaign, or any affiliate official of such party or other person associated with or acting on behalf of Holdings or its Subsidiariescampaign, has for the purpose of: (i) used influencing any corporate funds act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense relating to political activityexpenditures; (iid) made established or taken an act in furtherance maintained any unlawful fund of an offer, promise corporate monies or authorization other properties; (e) created or caused the creation of any direct false or indirect unlawful payment of corporate funds or benefit inaccurate books and records related to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, ; or any political party or party official or candidate for political office; (iiif) otherwise violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Xxxxxxx Xxx 000015 U.S.C. §§78dd-1, as amendedet seq., the Corruption of Foreign Public Officials Act (Canada), as amended, United Kingdom Bxxxxxx Xxx 0000 or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery corruption or anti-corruption laws; bribery Legal Requirements (the “Anti-Corruption Laws”). None of the Group Companies or any of the Group Companies’ respective directors, officers, employees, Affiliates or, to the Knowledge of the Company, any other Persons acting on their behalf, at their direction or for their benefit, (i) is or has been the subject of an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (ivB) madeany potentially unlawful payment, offeredcontribution, agreedgift, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitbribe, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefitthe provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. Each Since the Reference Date, the Group Companies have had and maintained a system or systems of Holdings and the Borrower has instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures internal controls reasonably designed to promote and (x) ensure compliance with all applicable antithe Anti-bribery Corruption Laws and anti(y) prevent and detect violations of the Anti-corruption lawsCorruption Laws.