Common use of Anti-Corruption; Anti-Money Laundering; Sanctions Clause in Contracts

Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None of (i) the Borrower, any Subsidiary, any of their respective directors, Responsible Officers, senior compliance officers or other Persons with responsibility for Sanctions, anti-money laundering and anti-corruption matters, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Facility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned Country, (D) has received written notice that it is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (E) to the knowledge of the Borrower, directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons. (b) Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. (c) Each of the Borrower and its Subsidiaries, each director, Responsible Officer, senior compliance officer or other Person with responsibility for Sanctions, anti-money laundering and anti-corruption matters, and to the knowledge of Borrower, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance in all material respects with all Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. (d) No proceeds of any Loans have been used, directly or, to the knowledge of the Borrower after due inquiry, indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 7.12.

Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None Neither Corix (solely with respect to its relationship with the Contributed Corix Entities) nor, to the Knowledge of Corix, any of its directors, officers, employees or other Persons acting on behalf of any of the foregoing, directly or indirectly in relation to the Contributed Corix Entities, has, since the date falling five (5) years prior to the date of this Agreement: (i) the Borrower, violated any Subsidiary, any of their respective directors, Responsible Officers, senior compliance officers or other Persons with responsibility for Sanctions, anti-money laundering and applicable anti-corruption mattersLaws in any material respect, including the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 or any other applicable anti- corruption Law (collectively, “Anti-Corruption Laws”); (ii) made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (x) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Entity, (y) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”), or (z) any other Person, while knowing or believing that all or some portion of the money or value will be offered, given or promised to a Government Official or other Person, in the case of clause (x), (y) or (z), for the purposes of obtaining or retaining business or securing any improper advantage in violation of any Anti- Corruption Law or in other circumstances when such offer, payment or promise would be unlawful; or (iii) been the subject of any suit, action or other proceeding or, to the knowledge Knowledge of the BorrowerCorix, investigation with regard to any of their respective employees actual or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Facility, (A) is a Sanctioned Person or currently the subject or target alleged breach of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned Country, (D) has received written notice that it is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Anti- Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (E) to the knowledge of the Borrower, directly or indirectly derives revenues from investments in, or transactions with, Sanctioned PersonsLaw. (b) Each of Corix and any Person controlling Corix (in each case, solely with respect to their relationship with the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. (cContributed Corix Entities) Each of the Borrower and its Subsidiaries, each director, Responsible Officer, senior compliance officer or other Person with responsibility for Sanctions, anti-money laundering and anti-corruption matters, and to the knowledge of Borrower, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance in all material respects with all Sanctionsapplicable anti-money laundering Laws related to the prevention of money laundering and terrorist financing, Anti-Corruption including the Bank Secrecy Act, the USA PATRIOT Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, “AML Laws”) in the jurisdictions in which Corix or any Person controlling Corix and the Contributed Corix Entities, and Anti-Money Laundering Lawsas applicable, operates. (c) Neither Corix, nor any Person controlling Corix, is a Sanctioned Person. (d) No Neither Corix, nor to Knowledge of Corix, any Person controlling Corix, will use any of the proceeds from any amounts received by such Person under this Agreement, if any, (i) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country or region that is the subject of comprehensive Sanctions, except to the extent permitted under applicable Sanctions, or (ii) in any manner that would result in the violation of any Loans have been usedSanctions by any Party. (e) Xxxxxxx Xxxxx, directly ornor any Person controlling Corix, to the knowledge is a Senior Foreign Political Figure, an immediate family member of the Borrower after due inquirya Senior Foreign Political Figure, indirectlyor a close associate of a Senior Foreign Political Figure. (f) Neither Corix, by the Borrowernor any Person controlling Corix, any of its Subsidiaries or any of its or their respective directorsis a foreign shell bank, officers, employees and agents as defined in violation of Section 7.1231 C.F.R. § 1010.605(g).

Anti-Corruption; Anti-Money Laundering; Sanctions. (a) None No Target Company, nor, to the Knowledge of (i) the Borrower, any SubsidiaryCompany, any of their respective directorsRepresentatives acting on their behalf has (i) used any funds for unlawful contributions, Responsible Officersgifts, senior compliance officers entertainment or other Persons with responsibility for Sanctionsunlawful expenses relating to political activity, anti-money laundering and anti-corruption matters, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (ii) promised, made or offered to the knowledge make any unlawful payment or provided or offered to provide anything of the Borrowervalue to any official or employee of a Governmental Authority, to foreign or domestic political parties or campaigns or violated any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Facility, (A) is a Sanctioned Person or currently the subject or target provision of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned Country, (D) has received written notice that it is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, applicable Anti-Corruption Laws, Anti-Money Laundering Laws (iii) made any other unlawful payment, or Sanctions by (iv) since their respective formation, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, official or employee of a governmental authority Governmental Authority or other Person who is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed transaction to the extent that enforces Sanctions or subclauses (i) through (iv) would be in violation of any applicable Anti-Corruption Laws or Laws. No Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened. (b) The operations of the Target Companies are and have been conducted at all times in compliance with Anti-Money Laundering Laws, or (E) and no Action involving a Target Company with respect to the knowledge any of the Borrowerforegoing is pending or, directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons. (b) Each to the Knowledge of the Borrower Company, threatened. The Target Companies have in place written policies, controls, and its Subsidiaries has implemented and maintains in effect policies and procedures systems reasonably designed to ensure compliance in all material respects by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, applicable Anti-Corruption Money Laundering Laws. No Target Company (i) has made any voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any non- compliance with any Anti-Money Laundering Laws, and (ii) has been the subject of a past, current, pending or threatened investigation, inquiry or enforcement proceeding for a violation of Anti- Money Laundering Laws, or (iii) has received any notice, request, penalty, or citation for any actual or potential non-compliance with Anti-Money Laundering Laws. (c) Each No Target Company or any of their respective directors or officers, or, to the Knowledge of the Borrower Company, any other Representative acting on behalf of a Target Company is currently a Sanctioned Person, and its Subsidiariesno Target Company has, each directordirectly or indirectly, Responsible Officerused any funds, senior compliance officer or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any Sanctioned Country or for the purpose of financing the activities of any Sanctioned Person in the last five (5) fiscal years. No Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company has engaged in any conduct, activity, or practice that would constitute a violation or apparent violation of any applicable Sanctions Laws. No Action involving a Target Company with responsibility respect to Sanctions Laws is pending or, to the Knowledge of the Company, threatened. The Target Companies have in place written policies, controls, and systems reasonably designed to ensure compliance with all applicable Sanctions Laws. No Target Company (i) has made any voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any non-compliance with any Sanctions Laws, (ii) has been the subject of a past, current, pending or threatened investigation, inquiry or enforcement proceeding for a violation of Sanctions, antior (iii) has received any notice, request, penalty, or citation for any actual or potential non-money laundering and anti-corruption matters, and to the knowledge of Borrower, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance in all material respects with all Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. (d) To the Knowledge of the Company, no employee, agent, subsidiary or other person who performs or has performed services for or on behalf of the Company has at any time bribed another Person (within the meaning of section 7(3) of the Bribery Act 2010) intending to obtain or retain business or an advantage in the conduct of business for the Company. Each Target Company has in place procedures designed to prevent those persons from undertaking bribery as described. (e) No proceeds Target Company has ever been debarred, suspended or rendered ineligible from bidding for public contracts by reason of any Loans have been used, directly or, to the knowledge law or decision of the Borrower after due inquiry, indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 7.12Governmental Authority.