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

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrowerany Loan Party, any Subsidiary thereof or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their the respective directors, officers, employees or affiliatesAffiliates of any Loan Party or any Subsidiary thereof, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower any Loan Party or any Subsidiary thereof that will act in any capacity in connection with with, or benefit from from, the Loans made and Letters of Credit issued credit facilities provided hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws or has the purpose of evading or avoiding any Anti-Corruption Laws. Each of the Parent, the Borrower Loan Parties and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent Loan Parties and its their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower Loan Parties and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower Loan Parties and each such Subsidiarytheir respective Subsidiaries, is in compliance with the Anti-Corruption Laws in all material respectsLaws. (iib) No proceeds of any Credit Extension of Credit have been used, directly or indirectly, by the Borrowerany Loan Party, any of its Subsidiaries Subsidiary thereof or any of its or their the respective directors, officers, employees and employees, Affiliates or agents of the foregoing (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such SubsidiaryBorrowers, any of their respective directorsthe other Loan Parties, officersany of the other Subsidiaries, employees or affiliates, any other Affiliate of any Borrower or (ii) to the knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, this Agreement: (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. , or (E) has violated any Anti-Money Laundering Law. (b) Each of the ParentBorrowers, the other Loan Parties, each of the other Subsidiaries, or each other Affiliate of any Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent and its Subsidiaries such Borrower, other Loan Party or Subsidiary and their respective directors, officers, employees, agents and Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (c) Each of the ParentBorrower, the Borrower other Loan Party and their respective SubsidiariesSubsidiary, and to the knowledge of Parent or Borrowerthe Borrowers, each director, officer, employee, agent and Affiliate of the Parent, the each Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws and Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iid) No proceeds of any Extension the Loans or Letters of Credit have been used, directly or indirectly, by the BorrowerBorrowers, the other Loan Parties, each of the other Subsidiaries, or each other Affiliate of any of its Subsidiaries Borrower or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 5.08(b).

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary orother Credit Party, to the knowledge of the Parent, the Borrower or such any Subsidiary, any of their respective directorsdirectors or officers or, officers, employees or affiliates, or (ii) to the knowledge of the Parent Borrower’s knowledge, employees, Affiliates or the Borrower, any agent or representative of the ParentBorrower, the Borrower any other Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderthis Agreement, (Ai) is a Sanctioned Person or currently the subject or target of any Sanctions, (Bii) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (Ciii) directly or indirectly derives revenues (other than immaterial operating income) from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (Div) has taken violated any action, directly or indirectly, that would result in a violation Anti-Money Laundering Law in any material respect by such Persons of any Anti-Corruption Lawsrespect. Each of the ParentThe Borrower, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent each other Credit Party and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrowerthe Borrower and such other Credit Party, each director, officer, employee, agent and Affiliate of the ParentBorrower, the Borrower such other Credit Party and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance with the Anti-Corruption Laws and applicable Sanctions by the Borrower, any of its Subsidiaries or any of its or such other Credit Party, their respective Subsidiaries, their respective directors, officers, employees employees, Affiliates and agents and representatives of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement. (b) None of the Borrower or any of its Subsidiaries, nor, to the knowledge of the Borrower, any of their respective directors, officers, agents, employees or Affiliates, has (i) in furtherance of an offerused any corporate funds or any unlawful contribution, paymentgift, promise entertainment or other unlawful expense relating to paypolitical activity, (ii) made any direct or authorization of the indirect unlawful payment or giving of money, or anything else of value, to any Person government official or employee from corporate funds, (iii) violated or is in violation of any provision of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsLaw, including the U.S. Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Xxx 0000 of the United Kingdom or similar law of the European Union or any payments (directly European Union Member State or indirectly) similar law of a jurisdiction in which the Borrower or any of its Subsidiaries conduct their business and to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions which they are lawfully subject or (iiiiv) in made any manner that would result in the violation of any Sanctions applicable to any party heretounlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any Subsidiary and none of their respective directors, officersofficers or employees, employees or affiliates, or and (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary Subsidiary, no agent of such Person that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, Person. (Bb) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentHoldings, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective officers, directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiariesaffiliates, and to the knowledge of Parent the Borrower or Borrowerany Subsidiary, each director, officer, employee, agent and Affiliate the agents of the ParentHoldings, the Borrower and each such Subsidiaryits Subsidiaries, is are in compliance with all aspects of the Anti-Corruption Laws in all material respectsto the extent applicable to like businesses. (iic) No proceeds None of any Extension of Credit have been usedHoldings, directly or indirectly, by the Borrower, their Subsidiaries, and their respective officers, directors, employees, affiliates, and to the knowledge of the Borrower or any Subsidiary, the agents of Holdings, the Borrower, and its Subsidiaries or any of its or their respective directors, officers, employees and agents has (i) in furtherance violated any provision of an offerany applicable Anti-Corruption Law or (ii) directly or indirectly offered, paymentpaid, promise promised to pay, or authorization of authorized the offer, payment or giving promise of moneyany advantage, financial or otherwise, or anything else thing of value, value to any Governmental Authority or other Person (a “recipient”) while knowing or having reason to know that all or a portion of such advantage or thing of value would be offered, given, or promised to any recipient for the purposes of (A) influencing any act or decision of such recipient in violation of any Anti-Corruption Lawshis or her official capacity, (iiB) for rewarding the purpose improper performance by any Person of funding, financing or facilitating any activities, its business or transaction official activities or (C) in order to assist any of Holdings, the Borrower and its Subsidiaries and their respective officers, directors, employees, affiliates, and the agents of Holdings, Borrower and its Subsidiaries in obtaining or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person retaining business or a Sanctioned Country in violation of applicable Sanctions business advantage for Holdings, the Borrower or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoits Subsidiary.

Anti-Corruption Laws and Sanctions. (i) None of (i) The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, any Subsidiary ortheir respective Subsidiaries and each such Person’s directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions (and such policies and procedures are applicable to such directors, officers, employees and agents of Noble that serve as the knowledge directors, officers, employees and agents of the Parent, the Borrower and their respective Subsidiaries), and the Parent, the Borrower, their respective Subsidiaries and each such Person’s officers and employees (or, as applicable, the officers and employees of Noble that serve as the officers and employees of the Parent, the Borrower and their respective Subsidiaries), and to the knowledge of the Parent and the Borrower, any director and agent of the Parent, the Borrower and their respective Subsidiaries (or, as applicable, the directors and agents of Noble that serve as the directors and agents of the Parent, the Borrower and their respective Subsidiaries), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Parent, the Borrower or such Subsidiarytheir respective Subsidiaries, or to the knowledge of the Parent or the Borrower, any of their respective directors, officersofficers or employees (or, as applicable, the directors, officers and employees or affiliatesof Noble that serve as the directors, officers and employees of the Parent, the Borrower and their respective subsidiaries) or (iib) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or and their respective Subsidiaries (or, as applicable, any Subsidiary agent of Noble that serves as an agent of the Parent, the Borrower and their respective subsidiaries) that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person Person. No Loan or currently the subject Letter of Credit or target use of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the proceeds therefrom will violate Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (iA) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliates, Affiliates or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderTerm Loans, (Aa) is a Sanctioned Person or currently the subject or target of any Sanctions, (Bb) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (Cc) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (Dd) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Parent, the Borrower and its their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of the Parent or and the Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iiB) No proceeds of any Extension of Credit Term Loan have been used, directly or indirectly, by the Parent, the Borrower, any of their respective its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoParty.

Anti-Corruption Laws and Sanctions. (i) None No Loan Party or any of (i) the Parent, the Borrower, its Subsidiaries is in violation of any Subsidiary orSanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of the Parentsuch Loan Party, the Borrower any director, officer, employee, agent or Affiliate of such Loan Party or such Subsidiary, any of their respective directors, officers, employees or affiliates, or Subsidiary (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (Aa) is a Sanctioned Person or currently the subject or target of any Sanctionsa Sanctioned Entity, (Bb) has its any assets located in a Sanctioned Country in violation of applicable SanctionsEntities, or (Cc) directly or indirectly derives revenues from investments in, or transactions with, with Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption LawsSanctioned Entities. Each of the Parent, the Borrower Loan Parties and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent and its Subsidiaries and their respective directorswith all Sanctions, officers, employees, agents and Affiliates with the Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Parent, the Borrower Loan Parties and their respective its Subsidiaries, and to the knowledge of Parent or Borrowereach such Loan Party, each director, officer, employee, agent and Affiliate of the Parent, the Borrower each such Loan Party and each such Subsidiary, is in compliance (i) with the all Sanctions, and (ii) in all material respects, with all Anti-Corruption Laws in all material respects. (ii) and Anti-Money Laundering Laws. No proceeds of any Extension Loan made or Letter of Credit have been usedissued hereunder will be used to fund any operations in, directly finance any investments or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) in furtherance of an offer, payment, promise to payactivities in, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including make any payments (directly or indirectly) to to, a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions Entity, or (iii) otherwise used in any manner that would result in the a violation of any Sanctions applicable Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction). Any other term or provision of this Agreement to the contrary notwithstanding, nothing in this Agreement shall require any party heretoLoan Party organized under the laws of Canada or its provinces or territories or any of its Canadian Subsidiaries or any director, officer, employee, agent or Affiliate of any such Loan Party or any of its Canadian Subsidiaries that are registered or incorporated under the laws of Canada or a province or territory thereof to commit an act or omission that contravenes the Foreign Extraterritorial Measures (United States) Order, 1992.

Anti-Corruption Laws and Sanctions. The Parent Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and agents (iwhen acting for the Parent Borrower or any of its Subsidiaries) with Anti-Corruption Laws and applicable Sanctions. The Parent Borrower, its Subsidiaries and their respective directors and officers and, to the knowledge of the Parent Borrower and its Subsidiaries, their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. The Parent Borrower and its Subsidiaries, and to the knowledge of the Parent Borrower and its Subsidiaries, their respective officers, employees, directors and agents, are not knowingly engaged in any activity that would reasonably be expected to result in any Borrower being designated as a Sanctioned Person. None of (ia) the Parent, the Parent Borrower, any Subsidiary or, to the knowledge of the Parent, the Parent Borrower or such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (iib) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Parent Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) credit facility established hereby is a Sanctioned Person or currently (other than, in the subject or target case of any Sanctionsthis clause (b), (B) has its assets located in a Sanctioned Country in violation Person within the meaning of applicable Sanctions, clause (Cb) directly of the definition thereof (or indirectly derives revenues from investments in, a Person owned or transactions with, controlled by a Person that is a Sanctioned Persons in violation Person under clause (b) of applicable Sanctions or (D) has taken any action, directly or indirectly, that would the definition thereof whose status as a Sanctioned Person does not result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance Sanctions by the Parent and Borrower or any of its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with Subsidiaries). Neither the Anti-Corruption Laws. Each of the Parent, the Parent Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, nor any of its Subsidiaries will use the proceeds of any Loan or any Letter of its or their respective directors, officers, employees and agents Credit (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a Person organized in violation any jurisdiction governed by the laws of applicable Sanctionsthe United States, including the United Kingdom or in a European Union member state in which the Parent Borrower or any payments (directly or indirectly) of its Subsidiaries is organized from time to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions time, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrowerany Loan Party, any Subsidiary thereof or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their the respective directors, officers, employees or affiliatesAffiliates of any Loan Party or any Subsidiary thereof, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower any Loan Party or any Subsidiary thereof that will act in any capacity in connection with with, or benefit from from, the Loans made and Letters of Credit issued credit facilities provided hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws or has the purpose of evading or avoiding any Anti-Corruption Laws. Each of the Parent, the Borrower Loan Parties and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent Loan Parties and its their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower Loan Parties and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower Loan Parties and each such Subsidiarytheir respective Subsidiaries, is in compliance with the Anti-Corruption Laws in all material respectsLaws. (iib) No proceeds of any Credit Extension of Credit have been used, directly or indirectly, by the Borrowerany Loan Party, any of its Subsidiaries Subsidiary thereof or any of its or their the respective directors, officers, employees and employees, Affiliates or agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.of

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrowerany Loan Party, any Subsidiary thereof or, to the knowledge of the Parent, the Borrower or such Subsidiaryany Loan Party, any of their the respective directors, officers, employees or affiliatesAffiliates of any Loan Party or any Subsidiary thereof, or (ii) to the knowledge of the Parent or the Borrowera Loan Party, any agent or representative of the Parent, the Borrower any Loan Party or any Subsidiary thereof that will act in any capacity in connection with with, or benefit from from, the Loans made and Letters of Credit issued credit facilities provided hereunder, (A) is a Sanctioned Person Person, or to the knowledge of a Loan Party, currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any applicable Anti-Corruption Laws. Each of the Parent, the Borrower Loan Parties and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent Loan Parties and its their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower Loan Parties and their respective Subsidiaries, and to the knowledge of Parent or Borrowerany Loan Party, each director, officer, employee, agent (acting in its capacity as such for such Person) and Affiliate of the Parent, the Borrower Loan Parties and each such Subsidiarytheir respective Subsidiaries, is in compliance with the all applicable Anti-Corruption Laws in all material respectsLaws. (iib) No proceeds of any Credit Extension of Credit have been used, directly or to the knowledge of a Loan Party, indirectly, by the Borrowerany Loan Party, any of its Subsidiaries Subsidiary thereof or any of its or their the respective directors, officers, employees and employees, affiliates or agents (acting in their capacity as such for such Person) of the foregoing (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the ParentHoldings, the Borrower, Borrower or any Subsidiary orof its Subsidiaries nor, to the knowledge of the ParentBorrower, any director, officer, employee or controlled Affiliate of the Borrower or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are (i) the subject of any sanctions administered or enforced by OFAC or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). The Borrower will not, directly or, to the Borrower’s knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to fund any activities or business of or with any Person, or in any country or territory that, at the time of such funding, is, or whose government is, the subject of Sanctions. (b) None of Holdings, the Borrower or such Subsidiary, any of their respective directorsits Subsidiaries nor, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any director, officer, employee or agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) Subsidiaries has taken any action, directly or indirectly, that would result in a material violation in any material respect by such Persons of any Anti-Corruption Laws. Each persons of the ParentForeign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-corruption law; and the Borrower and their respective its Subsidiaries has implemented have instituted and maintains in effect maintain policies and procedures designed to promote and achieve facilitate continued compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Lawstherewith. Each No part of the Parentproceeds of the Loans will be used, directly or to the Borrower’s knowledge, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity in violation of the FCPA or any other applicable anti-corruption law. Holdings, the Borrower and their respective Subsidiariesits Subsidiaries are in compliance, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects, with the USA Patriot Act and all other applicable anti-money laundering and counter- terrorist financing laws and regulations. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the ParentHoldings, the Borrower, Borrower or any Subsidiary orof its Subsidiaries nor, to the knowledge of the ParentBorrower, any director, officer, employee or Controlled Affiliate of the Borrower or any of its Subsidiaries is a Person that is (i) the subject of any sanctions administered or enforced by OFAC or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including as of the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria). The Borrower will not, directly or, to the Borrower’s knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person to fund any activities or business of, or with, any Person, or in any country or territory that, at the time of such funding, is, or whose government is, the subject of Sanctions or otherwise in violation of Sanctions. Holdings, the Borrower and its Subsidiaries are in compliance, in all material respects, with the applicable Sanctions. (b) None of Holdings, the Borrower or such Subsidiary, any of their respective directorsits Subsidiaries nor, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any director, officer, employee or agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) Subsidiaries has taken any XXXX:\98106221\28\78831.0005 action, directly or indirectly, that would result in a material violation in any material respect by such Persons of any Anti-Corruption Laws. Each persons of the ParentForeign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-corruption law. No part of the proceeds of the Loans will be used, directly or to the Borrower’s knowledge, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity in violation of the FCPA or any other applicable anti-corruption law. Holdings, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directorsare in compliance, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects, with the USA Patriot Act and all other applicable anti-money laundering and counter-terrorist financing laws and regulations. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (ix) the ParentTrust, the Borrower, Borrower or any Subsidiary or, of the Trust or the Borrower or (y) to the knowledge of the ParentTrust, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or affiliates, controlled Affiliates or (ii2) to the knowledge of the Parent or the Borrower, any agent or representative of the ParentTrust, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loans made and Letters of Credit issued hereunderLoan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve ensure compliance by the Parent Trust, the Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries, and to the knowledge of Parent or the Borrower, (aa) each director, officer, employee, agent officer and Affiliate employee of the ParentTrust, the Borrower and each such SubsidiarySubsidiary and (bb) each agent of the Trust, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No use of proceeds of any Extension Borrowing or any Letter of Credit have been usedused by any Loan Party, directly or indirectlyto the knowledge of any Loan Party, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) directly, or to the knowledge of any Loan Party, indirectly, in any manner that would will result in the any violation of any Sanctions Anti-Corruption Law or applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. The Parent Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and agents (iwhen acting for the Parent Borrower or any of its Subsidiaries) with Anti-Corruption Laws and applicable Sanctions. The Parent Borrower, its Subsidiaries and their respective directors and officers and, to the knowledge of the Parent Borrower and its Subsidiaries, their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. The Parent Borrower and its Subsidiaries, and to the knowledge of the Parent Borrower and its Subsidiaries, their respective officers, employees, directors and agents, are not knowingly engaged in any activity that would reasonably be expected to result in any Borrower being designated as a Sanctioned Person. None of (ia) the Parent, the Parent Borrower, any Subsidiary or, to the knowledge of the Parent, the Parent Borrower or such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (iib) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Parent Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) credit facility established hereby is a Sanctioned Person or currently (other than, in the subject or target case of any Sanctionsthis clause (b), (B) has its assets located in a Sanctioned Country in violation Person within the meaning of applicable Sanctions, clause (Cb) directly of the definition thereof (or indirectly derives revenues from investments in, a Person owned or transactions with, controlled by a Person that is a Sanctioned Persons in violation Person under clause (b) of applicable Sanctions or (Dthe definition thereof) has taken any action, directly or indirectly, that would whose status as a Sanctioned Person does not result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance Sanctions by the Parent and Borrower or any of its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with Subsidiaries. Neither the Anti-Corruption Laws. Each of the Parent, the Parent Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, nor any of its Subsidiaries will use the proceeds of any Loan or any Letter of its or their respective directors, officers, employees and agents Credit (iA) 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, (iiB) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a Person organized in violation any jurisdiction governed by the laws of applicable Sanctionsthe United States, including the United Kingdom or in a European Union member state in which the Parent Borrower or any payments (directly or indirectly) of its Subsidiaries is organized from time to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions time, or (iiiC) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the BorrowerBorrowers, any Subsidiary of any Borrower or, to the knowledge of the Parent, the any Borrower or any such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary of any Borrower that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facilities established hereby, (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 in violation of applicable SanctionsCountry, (CD) 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, AntiCorruption 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons. (Db) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (c) Each of the Parent, the Borrower and their respective its Subsidiaries, each director, officer, and to the knowledge of Parent or Borrower, each director, officersuch Xxxxxxxx, employee, agent and Affiliate of the Parent, the such Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iid) No proceeds of any Extension of Credit have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 8.15.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such SubsidiaryBorrowers, any of their respective directorsthe other Loan Parties, officersany of the other Subsidiaries, employees or affiliates, any other Affiliate of any Borrower or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, Agreement: (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the ParentBorrowers, the other Loan Parties, each of the other Subsidiaries, or each other Affiliate of any Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent and its Subsidiaries such Borrower, other Loan Party or Subsidiary and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the ParentBorrower, the Borrower other Loan Party and their respective SubsidiariesSubsidiary, and to the knowledge of Parent or Borrowerthe Borrowers, each director, officer, employee, agent and Affiliate of the Parent, the each Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit the Loans have been used, directly or indirectly, by the BorrowerBorrowers, the other Loan Parties, each of the other Subsidiaries, or each other Affiliate of any of its Subsidiaries Borrower or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None Each of (i) the Parent, the Borrower, any Subsidiary orParent and its Subsidiaries and its and their respective officers and employees and, to the knowledge of the ParentParent or the Borrower, the Borrower respective directors and agents of the Parent or such Subsidiaryany Subsidiary are in compliance with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, (a) Anti-Corruption Laws or Anti-Money Laundering Laws and (a) the PATRIOT Act, in each case, in all material respects and have not violated any applicable Sanctions. None of (a) the Parent or its Subsidiaries or any of their respective directors, officers, employees officers or affiliatesemployees, or (iib) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower Parent or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established by this Agreement, (A) is a Sanctioned Person or currently the subject or target of is engaged in any activity which is prohibited under Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctionsincluding without limitation, (Ci) directly or indirectly derives revenues from investments inany direct or, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of the Parent or the Borrower, each directorindirect dealings involving or benefitting (A) a Person that is listed on, officeror owned or controlled by, employeeor acting on behalf of a Sanctioned Person; (B) a Person located in, agent and Affiliate organized under, or owned or controlled by, or acting on behalf of, a Person located in or organized under the laws of the ParentSanctioned Country; (C) a Person that is owned or controlled by, the Borrower and each such Subsidiaryor acting for or on behalf of, is or providing assistance, support or services of any kind to, or otherwise associated with any Person in compliance with the Anti-Corruption Laws in all material respects. ‎(A) or ‎(B); (ii) No proceeds any business or making or receiving any contribution of funds, goods or services to or for the benefit of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) Person described 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or ‎(A)-‎(C); (iii) any dealing in, or otherwise engaging in any manner transaction relating to any property or interests in property subject to prohibitions under Sanctions; and (iv) any transaction that would result evades, avoids or attempts to violate any of the prohibitions set forth in the violation of any Sanctions applicable to any party heretoor has such a purpose.

Anti-Corruption Laws and Sanctions. (ia) None Borrower represents that neither the Borrower nor any of (i) the Parentits Subsidiaries nor any director or officer, the Borrower, any Subsidiary ornor, to the knowledge of the Parent, the Borrower or such SubsidiaryBorrower’s knowledge, any of their respective directorsemployee, officersagent, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent affiliate or representative of the Parent, the Borrower or any Subsidiary of its Subsidiaries, is a Sanctioned Person, or is owned or controlled by or acting on behalf of a Person that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respectsSanctions. (iib) No proceeds of any Extension of Credit have been usedThe Borrower represents that it will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Person: (A) to fund or facilitate any activities or business of or with any Sanctioned Person or in any Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions or any Anti-Corruption Laws by any Person (including any Person participating in the BorrowerLoans, whether as underwriter, advisor, investor or otherwise) or in any Person becoming a Sanctioned Person. (c) Neither the Borrower nor any of its Subsidiaries Subsidiaries, nor any director or officer, nor, to the Borrower’s knowledge, any employee, agent, affiliate or representative of the Borrower or of any of its or their respective directorsSubsidiaries, officers, employees and agents (i) has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any Person “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in violation an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Borrower and its Subsidiaries and Affiliates have conducted their businesses in compliance with Anti-Corruption Laws. (d) The operations of the Borrower and its Subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Terrorism Laws and Sanctions, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any of its Subsidiaries with respect to the Anti-Terrorism Laws or Sanctions is pending or, to the best knowledge of the Borrower, threatened. (e) No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption LawsLaw, (ii) for the purpose of funding, financing any Anti-Terrorism Law or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the The Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance in all material respects by the Parent and Borrower, its Subsidiaries and their respective directors, officers, employees, employees and agents and Affiliates with the Anti-Corruption Laws. Each of Laws and applicable Sanctions, and the ParentBorrower, the Borrower its Subsidiaries and their respective Subsidiariesofficers (in such capacity), and employees (in such capacity) and, to the knowledge of Parent or the Borrower, each directorits directors and agents, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is are in compliance with the Anti-Corruption Laws in all material respects. and applicable Sanctions. None of (iia) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries Subsidiary or any of their respective officers (in such capacity) or employees (in such capacity), or (b) to the knowledge of the Borrower, any director or agent of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use by the Borrower or any Subsidiary of the proceeds thereof or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions. (g) Section 5.1(g) of the Credit Agreement is amended by (i) adding “, in each case, on a quarter by quarter basis for such forecasted Fiscal Year information;” at the end of such Section and (ii) deleting the period at the end of such Section. (h) Section 5.3 of the Credit Agreement is amended by adding the following language immediately prior to the proviso appearing in said Section: , including but not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs). (i) Section 5.9(a) of the Credit Agreement is amended to read as follows: (a) as an extension and continuation of Indebtedness owing under, and to amend, this Agreement on the First Amendment Effective Date and to pay fees and expenses related thereto and (j) Section 5.9 of the Credit Agreement is amended by adding the following as a new paragraph to such Section: The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (k) Section 5.10(a) of the Credit Agreement is amended to read as follows: (a) Within ten (10) Business Days (or such later date as the Administrative Agent may agree in its sole discretion) after any Subsidiary is acquired or formed, the Borrower shall (i) notify the Administrative Agent and the Lenders thereof, (ii) if such Subsidiary is a Material Domestic Subsidiary, cause such Subsidiary to become a Subsidiary Loan Party by executing agreements in the form of Annex I to the Subsidiary Guarantee Agreement and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Administrative Agent. In the event that any Domestic Subsidiary that is not already a Subsidiary Loan Party becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Borrower shall have up to (10) Business Days (or such later date as the Administrative Agent may agree in its sole discretion) to cause it to (x) become a Subsidiary Loan Party by executing agreements in the form of Annex I to the Subsidiary Guarantee Agreement and (y) deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Administrative Agent. (l) The first sentence of Section 5.10(b) of the Loan Facility Agreement is amended to read as follows: The Borrower may, after the Effective Date, acquire (subject to Section 7.4) or form additional Foreign Subsidiaries. (m) Section 6.1 of the Credit Agreement is amended to read as follows:

Anti-Corruption Laws and Sanctions. (ia) None of (i) the ParentHoldings, the Borrower, Borrower or any Subsidiary orof its Subsidiaries nor, to the knowledge of the ParentBorrower, any director, officer, employee or controlled Affiliate of the Borrower or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are (i) the subject of any sanctions administered or enforced by OFAC or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). The Borrower will not, directly or, to the Borrower’s knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person to fund any activities or business of or with any Person, or in any country or territory that, at the time of such funding, is, or whose government is, the subject of Sanctions. (b) None of Holdings, the Borrower or such Subsidiary, any of their respective directorsits Subsidiaries nor, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any director, officer, employee or agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) Subsidiaries has taken any action, directly or indirectly, that would result in a material violation in any material respect by such Persons of any Anti-Corruption Laws. Each persons of the ParentForeign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-corruption law; and the Borrower and their respective its Subsidiaries has implemented have instituted and maintains in effect maintain policies and procedures designed to promote and achieve facilitate continued compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Lawstherewith. Each No part of the Parentproceeds of the Loans will be used, directly or to the Borrower’s knowledge, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity in violation of the FCPA or any other applicable anti-corruption law. Holdings, the Borrower and their respective Subsidiariesits Subsidiaries are in compliance, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects, with the USA Patriot Act and all other applicable anti-money laundering and counter-terrorist financing laws and regulations. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (i) The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, any Subsidiary their respective Subsidiaries and each such Person’s directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions (and such policies and procedures are applicable to such directors, officers, employees and agents of Noble and its other Subsidiaries that serve as the directors, officers, employees and agents of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and the Parent, the Borrower, their respective Subsidiaries and each such Person’s officers and employees (or, as applicable, the officers and employees of Noble or its other Subsidiaries, that serve as the officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and to the knowledge of the Parent and the Borrower, any director and agent of the Parent, the Borrower and their respective Subsidiaries (or, as applicable, the directors and agents of Noble and its other Subsidiaries that serve as the directors and agents of the Parent, the Borrower and their respective Subsidiaries), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Parent, the Borrower or such Subsidiarytheir respective Subsidiaries, or to the knowledge of the Parent or the Borrower, any of their respective directors, officersofficers or employees (or, as applicable, the directors, officers and employees or affiliatesof Noble and its other Subsidiaries that serve as the directors, officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries) or (iia) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or and their respective Subsidiaries (or, as applicable, any Subsidiary agent of Noble and its other Subsidiaries that serves as an agent of the Parent, the Borrower and their respective Subsidiaries) that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person Person. No Loan or currently the subject or target use of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the proceeds therefrom will violate Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (ix) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or any Subsidiary of Parent or the Borrower or (y) to the knowledge of Parent, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or affiliates, controlled Affiliates or (ii2) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loans made and Letters of Credit issued hereunderLoan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve ensure compliance by Parent, the Parent Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws. Each of the Parent, the Borrower and any of their respective Subsidiaries, and to the knowledge of Parent or the Borrower, (aa) each director, officer, employee, agent officer and Affiliate employee of the Parent, the Borrower and each such SubsidiarySubsidiary and (bb) each agent of Parent, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (ix) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or any Subsidiary of Parent or the Borrower or (y) to the knowledge of Parent, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or affiliates, controlled Affiliates or (ii2) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loans made and Letters of Credit issued hereunderLoan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve ensure compliance by Parent, the Parent Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws. Each of the Parent, the Borrower and any of their respective Subsidiaries, and to the knowledge of Parent or the Borrower, (aa) each director, officer, employee, agent officer and Affiliate employee of the Parent, the Borrower and each such SubsidiarySubsidiary and (bb) each agent of Parent, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No use of proceeds of any Extension Borrowing or any Letter of Credit have been usedused by any Loan Party, directly or indirectlyto the knowledge of any Loan Party, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) directly, or to the knowledge of any Loan Party, indirectly, in any manner that would will result in the any violation of any Sanctions Anti-Corruption Law or applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, any Person that is (x) the subject or target of any Sanctions, (y) organized or resident in any Sanctioned Country or (z) owned or controlled by any such Person or Persons described in violation of applicable Sanctions clause (x) or (y), (D) has taken any action, directly or indirectly, that would result in a material violation in any material respect by such Persons of any Anti-Corruption Laws or (E) has violated any Anti-Money Laundering Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents officers and Affiliates employees with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent officer and Affiliate employee of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, officers or employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation country or territory, that, at the time of applicable Sanctionssuch funding, including any payments (directly is, or indirectly) to a Sanctioned Person or a Sanctioned Country in violation whose government is, the subject of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) GBT has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by GBT, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions. Each of the Loan Parties, their respective Subsidiaries and any officers and directors of any Loan Party or Subsidiary and, to the knowledge of the Loan Parties, the respective employees, agents, affiliates and representatives of any Loan Party or Subsidiary, are in compliance with applicable Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that has had, has resulted in or could reasonably be expected to result in GBT or any Subsidiary being designated as a Sanctioned Person. None of (i) the Parent, the BorrowerGBT, any Subsidiary or any officers and directors of any Loan Party or Subsidiary or, to the knowledge of the Parent, the Borrower GBT or such Subsidiary, any of their respective directorsemployee, officersagent, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent affiliate or representative of the Parent, the Borrower any Loan Party or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently Person. (b) None of the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any actionLoan Parties will, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each use the proceeds of the ParentLoans or lend, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed contribute or otherwise make available such proceeds to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such any Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been usedjoint venture partner or other Person, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) in furtherance of an offer, payment, promise to pay, fund or authorization of the payment facilitate any activities or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or otherwise in any Sanctioned Country in violation country or territory, that, at the time of such funding, is the subject of comprehensive territorial Sanctions, except to the extent that such activities or business may be lawfully conducted by U.S. Persons under applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iiiii) in any other manner that would result in the a violation of Sanctions by any Person participating in this Agreement, or (iii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”) or any other applicable Anti-Corruption Law. (c) No Loan, use of proceeds or other transaction contemplated by this Agreement will, violate any Anti-Corruption Law or any Sanctions applicable and none of the Loan Parties will, directly or indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any party heretoSubsidiary, joint venture partner or other Person, if such proceeds would be used in a manner that would violate applicable Anti-Corruption Laws or any Sanctions.

Anti-Corruption Laws and Sanctions. (i) None of (i) The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, any Subsidiary their respective Subsidiaries and each such Person’s directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions (and such policies and procedures are applicable to such directors, officers, employees and agents of Noble and its other Subsidiaries that serve as the directors, officers, employees and agents of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and the Parent, the Borrower, their respective Subsidiaries and each such Person’s officers and employees (or, as applicable, the officers and employees of Noble or its other Subsidiaries, that serve as the officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and to the knowledge of the Parent and the Borrower, any director and agent of the Parent, the Borrower and their respective Subsidiaries (or, as applicable, the directors and agents of Noble and its other Subsidiaries that serve as the directors and agents of the Parent, the Borrower and their respective Subsidiaries), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Parent, the Borrower or such Subsidiarytheir respective Subsidiaries, or to the knowledge of the Parent or the Borrower, any of their respective directors, officersofficers or employees (or, as applicable, the directors, officers and employees or affiliatesof Noble and its other Subsidiaries that serve as the directors, officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries) or (iib) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or and their respective Subsidiaries (or, as applicable, any Subsidiary agent of Noble and its other Subsidiaries that serves as an agent of the Parent, the Borrower and their respective Subsidiaries) that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person Person. No Loan or currently the subject Letter of Credit or target use of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the proceeds therefrom will violate Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary Subsidiary, any of their respective directors or officers, or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, each director and officer and, to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws and all applicable Sanctions in all material respects. (iib) No To the knowledge of the Borrower, no proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or and the Borrower, any Affiliate, agent or representative (including an adviser) of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any SanctionsPerson, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, or (C) has, in the past two (2) years, 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. (b) To the knowledge of Parent, the Borrower and each Subsidiary, none of Parent, the Borrower, any Subsidiary, any of their respective directors, officers or employees, or any Affiliate, agent or representative (including an adviser) of Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility (i) is currently the subject of Sanctions, (Cii) is under administrative, civil or criminal investigation for an alleged 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 (iii) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Sanctions. (Dc) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by Parent, the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (d) Each of the Parent, the Borrower and their respective its Subsidiaries, and to the knowledge of the Parent or Borrowerand Xxxxxxxx, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iie) No proceeds of any Extension Borrowings or Facility Letters of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 6.2.

Anti-Corruption Laws and Sanctions. (ia) None The Borrower represents that neither the Borrower nor any of (i) the Parentits Subsidiaries nor any director or officer, the Borrower, any Subsidiary ornor, to the knowledge of the Parent, the Borrower or such SubsidiaryBorrower’s knowledge, any of their respective directorsemployee, officersagent, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent affiliate or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderits Subsidiaries, (Ai) is a Sanctioned Person, or is owned or controlled by or acting on behalf of a Person or currently the subject or target of any Sanctions, (B) has its assets located in that is a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, Person that would result in a violation of Sanctions or (ii) is located, organized or resident in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parenta county or territory that is, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed or whose government is, subject to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent Sanctions or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respectsa Sanctioned Country. (iib) No proceeds of any Extension of Credit have been usedThe Borrower represents that it will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Person: (A) to fund or facilitate any activities or business of or with any Sanctioned Person or in any Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions or any Anti-Corruption Laws by any Person (including any Person participating in the BorrowerLoans, whether as underwriter, advisor, investor or otherwise) or in any Person becoming a Sanctioned Person. (c) Neither the Borrower nor any of its Subsidiaries Subsidiaries, nor any director or officer, nor, to the Borrower’s knowledge, any employee, agent, affiliate or representative of the Borrower or of any of its or their respective directorsSubsidiaries, officers, employees and agents (i) has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any Person “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in violation an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Borrower and its Subsidiaries and Affiliates have conducted their businesses in compliance with Anti-Corruption Laws. (d) The operations of the Borrower and its Subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Terrorism Laws and Sanctions, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any of its Subsidiaries with respect to the Anti-Terrorism Laws or Sanctions is pending or, to the best knowledge of the Borrower, threatened. (e) No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption LawsLaw, (ii) for the purpose of funding, financing any Anti-Terrorism Law or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the BorrowerBorrowers, any Subsidiary of any Borrower or, to the knowledge of the Parent, the any Borrower or any such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary of any Borrower that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facilities established hereby, (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 in violation of applicable SanctionsCountry, (CD) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons. (Dii) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (iii) Each of the Parent, the Borrower and their respective its Subsidiaries, each director, officer, and to the knowledge of Parent or such Borrower, each director, officer, employee, agent and Affiliate of the Parent, the such Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti- Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iiiv) No proceeds of any Extension of Credit have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 8.15.

Anti-Corruption Laws and Sanctions. (i) Each of the Parent and the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Parent, the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of each of the Parent and the Borrower, its respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (ia) the Parent, the Borrower, any Subsidiary or, or to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (iib) to the knowledge of the Parent or and the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption LawsPerson. Each None of the Parent, the Borrower, nor any Subsidiary, nor to the knowledge of the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and any of their respective directors, officersofficers or employees has (i) used any funds for any unlawful contribution, employeesgift, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and entertainment or other unlawful expense relating to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. political activity; (ii) No proceeds of any Extension of Credit have been used, directly made or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) taken an act in furtherance of an offer, payment, promise to pay, or authorization of the any direct or indirect unlawful payment or giving benefit to any foreign or domestic government or regulatory official or employee, including of moneyany government-owned or controlled entity or of a public international organization, or anything else any person acting in an official capacity for or on behalf of valueany of the foregoing, to or any Person political party or party official or candidate for political office; (iii) violated or is in violation of any applicable Anti-Corruption Laws; or (iv) made, (ii) for the purpose offered, agreed, requested or taken an act in furtherance of fundingany unlawful bribe or other unlawful benefit, financing including, without limitation, any rebate, payoff, influence payment, kickback or facilitating other unlawful or improper payment or benefit. No Loan or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any activities, business Anti-Corruption Law or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in - 76 - violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, Company nor any of its Subsidiaries and the Borrower, any Subsidiary orother Loan Parties nor, to the knowledge of the Parent, the Borrower or such SubsidiaryCompany, any director, officer, agent or employee of their respective directorsany of the foregoing is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and no Borrower will directly or, officersto its knowledge, employees indirectly, use the proceeds of the Loans or affiliatesLetters of Credit in violation of applicable Sanctions. (b) Neither the Company nor any of its Subsidiaries nor, or (ii) to the knowledge of the Parent or the BorrowerCompany, any director, officer, agent or representative employee of the Parent, the Borrower Company or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderSubsidiary, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a material violation in by any material respect by such Persons of any Anti-Corruption Laws. Each Person of the ParentU.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directorsincluding, officerswithout limitation, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of making any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) in furtherance of an offer, payment, promise to paypay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) , to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or any “foreign official” (iii) in any manner that would result as such term is defined in the violation FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention of the FCPA or any applicable anti-corruption laws or regulations of any Sanctions Governmental Authority with jurisdiction over the Company or any of its Subsidiaries. No Borrower will directly or, to its knowledge, indirectly, use the proceeds of the Loans or Letters of Credit in contravention of the FCPA or any applicable anti-corruption laws or regulations of any Governmental Authority with jurisdiction over the Company or any of its Subsidiaries. The representations and warranties set forth in Section 3.14(b) above made by or on behalf of any Non-U.S. Subsidiary are subject to and limited by any foreign law applicable to such Non-U.S. Subsidiary; it being understood and agreed that to the extent that any party heretoNon-U.S. Subsidiary is unable to make any representation or warranty set forth in Section 3.14(b) as a result of the application of this sentence, such Non-U.S. Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent local laws relating to anti-corruption or anti-money laundering that is applicable to such Non-U.S. Subsidiary in its relevant local jurisdiction of organization.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary Subsidiary, any of their respective directors or officers, or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, each director and officer and, to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws and all applicable Sanctions in all material respects. (iib) No To the knowledge of the Borrower, no proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective ​ directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None No Credit Party nor any of (i) the Parentits Subsidiaries, the Borrower, any Subsidiary or, or to the knowledge of the Parent, PAC REIT or the Borrower or such SubsidiaryBorrower, any of their respective directorsdirectors or trustees, officers, employees or affiliates, or (ii) to the knowledge of the Parent PAC REIT or the Borrower, any agent or representative of the ParentPAC REIT, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderLoans, is (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentPAC REIT, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent PAC REIT, the Borrower and its their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, PAC REIT and the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrowerthe PAC REIT, each director, officer, employee, agent and Affiliate of the ParentPAC REIT, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) . No proceeds of any Extension of Credit Loan have been used, directly or indirectly, by the PAC REIT, the Borrower, any of its their respective Subsidiaries or any of its the PAC REIT’s, the Borrower’s or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (i) The Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower, any Subsidiary their respective Subsidiaries and each such Person’s directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions (and such policies and procedures are applicable to such directors, officers, employees and agents of Noble and its other Subsidiaries that serve as the directors, officers, employees and agents of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and the Parent, the Borrower, their respective Subsidiaries and each such Person’s officers and employees (or, as applicable, the officers and employees of Noble or its other Subsidiaries, that serve as the officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries), and to the knowledge of the Parent and the Borrower, any director and agent of the Parent, the Borrower and their respective Subsidiaries (or, as applicable, the directors and agents of Noble and its other Subsidiaries that serve as the directors and agents of the Parent, the Borrower and their respective Subsidiaries), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Parent, the Borrower or such Subsidiarytheir respective Subsidiaries, or to the knowledge of the Parent or the Borrower, any of their respective directors, officersofficers or employees (or, as applicable, the directors, officers and employees or affiliatesof Noble and its other Subsidiaries that serve as the directors, officers and employees of, or are seconded to, the Parent, the Borrower and their respective Subsidiaries) or (iia) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or and their respective Subsidiaries (or, as applicable, any Subsidiary agent of Noble and its other Subsidiaries that serves as an agent of the Parent, the Borrower and their respective Subsidiaries) that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person Person. No Loan or currently the subject Letter of Credit or target use of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the proceeds therefrom will violate Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (ia) the Parent, the Borrower, any Subsidiary or, or to the knowledge of the Parent, the Borrower or such Subsidiary, Subsidiary any of their respective directors, officers, employees officers or affiliatesemployees, or (iib) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters credit facility established hereby is a Sanctioned Person or currently the subject or target of any Sanctions. (a) None of (i) the Borrower, any Subsidiary, or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, 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 Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower or such Subsidiary, any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary orother Credit Party, to the knowledge of the Parent, the Borrower or such any Subsidiary, any of their respective directorsdirectors or officers or, officers, employees or affiliates, or (ii) to the knowledge of the Parent Borrower’s knowledge, employees, Affiliates or the Borrower, any agent or representative of the ParentBorrower, the Borrower any other Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderthis Agreement, (Ai) is a Sanctioned Person or currently the subject or target of any Sanctions, (Bii) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (Ciii) directly or indirectly derives revenues (other than immaterial operating income) from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (Div) has taken violated any action, directly or indirectly, that would result in a violation Anti-Money Laundering Law in any material respect by such Persons of any Anti-Corruption Lawsrespect. Each of the ParentThe Borrower, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent each other Credit Party and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrowerthe Borrower and such other Credit Party, each director, officer, employee, agent and Affiliate of the ParentBorrower, the Borrower such other Credit Party and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance with the Anti-Corruption Laws and applicable Sanctions by the Borrower, any of its Subsidiaries or any of its or such other Credit Party, their respective Subsidiaries, their respective directors, officers, employees employees, Affiliates and agents and representatives of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from this Agreement. (b) None of the Borrower or any of its Subsidiaries, nor, to the knowledge of the Borrower, any of their respective directors, officers, agents, employees or Affiliates, has (i) in furtherance of an offerused any corporate funds or any unlawful contribution, paymentgift, promise entertainment or other unlawful expense relating 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 Lawspolitical activity, (ii) for the purpose of funding, financing made any direct or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable indirect unlawful payment to any party hereto.government official or employee from corporate funds,

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the BorrowerBorrowers, any Subsidiary of any Borrower or, to the knowledge of the Parent, the any Borrower or any such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary of any Borrower that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facilities established hereby, (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 in violation of applicable SanctionsCountry, (CD) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons. 146960219_6 (Db) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (c) Each of the Parent, the Borrower and their respective its Subsidiaries, each director, officer, and to the knowledge of Parent or such Borrower, each director, officer, employee, agent and Affiliate of the Parent, the such Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iid) No proceeds of any Extension of Credit have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 8.15.

Anti-Corruption Laws and Sanctions. Neither (i) None of Borrower, Sponsor or any Sponsor BFP Subsidiary nor (ii) to Borrower’s knowledge upon reasonable inquiry, any Person within the Borrowing Group not listed in (i) the Parentabove, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective including directors, officers, employees or affiliatesagents, is: (a) a Sanctioned Person; or (iib) to the knowledge controlled by or acting on behalf of the Parent or the a Sanctioned Person. Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower Sponsor and each such SubsidiarySponsor BFP Subsidiary and, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the to Borrower’s knowledge upon reasonable inquiry, any of its Subsidiaries or other Person within the Borrowing Group including any of its or their respective directors, officers, employees and or agents (ia) is in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws, (b) has not taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any Person in person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business, or otherwise to secure an improper advantage, (c) has not received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating . The provisions in this Section shall prevail and control over any activities, business or transaction of or with any Sanctioned Person, contrary provisions in this Agreement or in any Sanctioned Country in related documents; (d) has not been previously indicted for or convicted of any felony involving any criminal violation of applicable any of Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions; and (e) is not currently under investigation by any Governmental Authority for any alleged criminal activity referenced in provision (d). In entering into the Loan Documents to which it is a party, including any payments (each Loan Party is acting solely for its own account and no natural person owns, directly or indirectly, more than twenty-five percent (25%) to of a Sanctioned Person beneficial interest or a Sanctioned Country voting interest in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoBorrower.

Anti-Corruption Laws and Sanctions. (i) None of (iai) the Parent, the Borrower, any any(a) Subsidiary or, or to the knowledge of the Parent, the Borrower or such Subsidiary, Subsidiary any of their respective directors, officers, employees officers or affiliatesemployees, or (iibii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions., (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws and applicable Sanctions in all material respects. (ii) . No proceeds of any Extension of Credit have been used, directly or indirectly, by the (b) Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.. Disclosure. No financial statement, material report, material certificate orSECTION 7.20 other written material information (other than projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, other forward-looking information and information of a general or economic or industry specific nature) furnished by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole with Borrower’s filings with the SEC, as of the date furnished, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections or estimates and such variations could be material). 70 59442126_10 74897129_7

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, The Borrower has implemented and maintains in effect and enforces policies and procedures intended to ensure compliance by the Borrower, any Subsidiary orHoldings and all other Members of the Consolidated Group, together with their respective officers, directors, employees and agents, with Anti-Corruption Laws and all applicable Sanctions. The Borrower, Holdings and all other Members of the Consolidated Group and, to the Borrower’s knowledge of (as defined in the ParentFCPA), the Borrower or such Subsidiary, any of their respective officers, employees, directors, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary representatives and agents that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is are in compliance with the Anti-Corruption Laws and all applicable Sanctions in all material respects. (ii) . None of the Borrower, Holdings or any other Member of the Consolidated Group nor, to the Borrower’s knowledge, any of their respective officers, directors, employees, representatives or agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowings, Letters of Credit, or any proceeds of any Extension of Credit have been thereof will be used, directly or or, to the Borrower’s knowledge (as defined in the FCPA), indirectly, by the Borrower, any of its Subsidiaries to finance activities or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, Person or in any Sanctioned Country in violation of Anti-Corruption Laws or applicable Sanctions, including any payments (directly or indirectly) to otherwise in a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of Anti-Corruption Laws or any Sanctions applicable to any party heretoMember of the Consolidated Group or, to the Borrower’s knowledge, relevant to any of the Lenders, the Issuing Banks, the Administrative Agent or the Other Agents. No material proceeding, inquiry or investigation by or before any Governmental Authority involving the Borrower, Holdings or other Members of the Consolidated Group or, to the Borrower’s knowledge, their respective officers, employees, directors, representatives or agents relating to the Anti-Corruption Laws or Sanctions is pending or, to the Borrower’s knowledge, threatened.

Anti-Corruption Laws and Sanctions. (i) None of (i) The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the ParentCompany, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of its Subsidiaries and their respective directors, officers, employees and agents when acting on the Company’s or affiliatesany Subsidiary’s behalf with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and employees when acting on the Company’s or any Subsidiary’s behalf and to the knowledge of the Company its directors and agents when acting on the Company’s or any Subsidiary’s behalf, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or to the knowledge of the Company or such Subsidiary any of their respective directors, officers or employees, or (iib) to the knowledge of the Parent or the BorrowerCompany, any agent or representative of the Parent, the Borrower Company or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, Person. (Bg) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each Section 6.4 of the Parent, Credit Agreement is hereby amended to insert a new sentence as the Borrower and their respective Subsidiaries has implemented and maintains end thereof as follows: The Company will maintain in effect and enforce policies and procedures designed to promote and achieve ensure compliance by the Parent and Company, its Subsidiaries and their respective directors, officers, employees, employees and agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respectsand applicable Sanctions. (iih) Section 6.8 of the Credit Agreement is hereby amended to insert a new sentence as the end thereof as follows: No proceeds of Borrower will request any Extension of Credit have been usedBorrowing, directly or indirectlyand no Borrower shall use, by and the Borrower, any of Company shall procure that its Subsidiaries or any of and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the ParentCompany, the Borrower, any Subsidiary of the foregoing or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of the Parent or Company, the Borrower, or such Subsidiary, as applicable, any agent or representative of the ParentCompany, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentCompany, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Company, the Borrower and its their respective Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the ParentCompany, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the ParentCompany, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit Loan have been used, directly or indirectly, by the Company, the Borrower, any of its their respective Subsidiaries or, to the knowledge of the Company, the Borrower, or any of their respective Subsidiaries, any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, Company nor any of its Material Subsidiaries and the Borrower, any Subsidiary orother Loan Parties nor, to the knowledge of the Parent, the Borrower or such SubsidiaryCompany, any director, officer, agent or employee of their respective directorsany of the foregoing is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and no Borrower will directly or, officersto its knowledge, employees indirectly, use the proceeds of the Loans or affiliatesLetters of Credit in violation of applicable Sanctions. (b) Neither the Company nor any of its Material Subsidiaries nor, or (ii) to the knowledge of the Parent or the BorrowerCompany, any director, officer, agent or representative employee of the Parent, the Borrower Company or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderMaterial Subsidiary, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a material violation in by any material respect by such Persons of any Anti-Corruption Laws. Each Person of the ParentU.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent and its Subsidiaries and their respective directorsincluding, officerswithout limitation, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of making any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) in furtherance of an offer, payment, promise to paypay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) , to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or any “foreign official” (iii) in any manner that would result as such term is defined in the violation FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention of the FCPA or any applicable anti-corruption laws or regulations of any Sanctions Governmental Authority with jurisdiction over the Company or any its Material Subsidiaries. No Borrower will directly or, to its knowledge, indirectly, use the proceeds of the Loans or Letters of Credit in contravention of the FCPA or any applicable anti-corruption laws or regulations of any Governmental Authority with jurisdiction over the Company or any of its Material Subsidiaries. The representations and warranties set forth in Section 3.14(b) above made by or on behalf of any Non-U.S. Subsidiary are subject to and limited by any foreign law applicable to such Non-U.S. Subsidiary; it being understood and agreed that to the extent that any party heretoNon-U.S. Subsidiary is unable to make any representation or warranty set forth in Section 3.14(b) as a result of the application of this sentence, such Non-U.S. Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent local laws relating to anti-corruption or anti- money laundering that is applicable to such Non-U.S. Subsidiary in its relevant local jurisdiction of organization.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrowerany Credit Party, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, or, to the knowledge of such Credit Party or such Subsidiary, any of their respective employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facility established hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower Credit Party and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Credit Party and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption LawsLaws and Sanctions. Each of the Parent, the Borrower Credit Party and their respective its Subsidiaries, and to the knowledge of Parent or Borrowersuch Credit Party, each director, officer, employee, agent and Affiliate of the Parent, the Borrower such Credit Party and each such Subsidiary, is in compliance with the Anti-Corruption Laws and Sanctions in all material respects. (iib) No proceeds of any Extension of Credit Loans have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in involving any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (ix) the ParentTrust, the Borrower, Borrower or any Subsidiary or, of the Trust or the Borrower or (y) to the knowledge of the ParentTrust, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or affiliates, controlled Affiliates or (ii2) to the knowledge of the Parent or the Borrower, any agent or representative of the ParentTrust, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loans made and Letters of Credit issued hereunderLoan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve ensure compliance by the Parent Trust, the Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries, and to the knowledge of Parent or the Borrower, (aa) each director, officer, employee, agent officer and Affiliate employee of the ParentTrust, the Borrower and each such SubsidiarySubsidiary and (bb) each agent of the Trust, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrowerany Credit Party, any Subsidiary thereof, or, to the knowledge of the Parent, the Borrower or such SubsidiaryCredit Party, any of their respective directors, officers, employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrowerany Credit Party, any agent or representative of the Parent, the Borrower any Credit Party or any Subsidiary thereof that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower Credit Party and their respective its Subsidiaries has implemented and maintains in 4831-8999-7635.6 3 effect policies and procedures designed to promote and achieve ensure compliance by the Parent each Credit Party and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower Credit Party and their respective its Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower each Credit Party and each such Subsidiaryits Subsidiaries, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any Credit Party, any of its their Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, or, to the knowledge of Borrower or such Subsidiary, any of their respective employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. The Sponsor has (ix) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed in place to promote and achieve ensure compliance by the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or and any of its or consolidated Affiliates, and their respective directors, officers, employees and agents with Anti-Corruption Laws and (y) procedures in place to ensure compliance by the Borrower, its Subsidiaries and any consolidated Affiliates, and their respective directors, officers, employees and agents with Sanctions. None of (a) the Borrower or its consolidated Affiliates, Subsidiaries, if any, directors, officers or employees, or (b) to the knowledge of the Borrower, any Person acting on their behalf, is a Sanctioned Person or is in violation of Anti-Corruption Laws or Sanctions. None of the Borrower or any of its Subsidiaries, if any, or consolidated Affiliates will, directly or indirectly use the Advances proceeds or the proceeds of any other transaction contemplated by this Agreement or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, fund or authorization of the payment facilitate any activities or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person or in any Sanctioned Person, Country; (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of Anti-Corruption Laws or Sanctions by any Sanctions applicable Person participating in the transactions contemplated hereby, whether as lender, borrower, servicer, guarantor, agent or otherwise. The Borrower represents that neither it nor any of its Subsidiaries, if any, or its consolidated Affiliates has engaged in or intends to engage in any party heretodeals or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the BorrowerBorrowers, any Subsidiary of any Borrower or, to the knowledge of the Parent, the any Borrower or any such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary of any Borrower that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facilities established hereby, (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 in violation of applicable SanctionsCountry, (CD) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons. (Dii) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (iii) Each of the Parent, the Borrower and their respective its Subsidiaries, each director, officer, and to the knowledge of Parent or such Borrower, each director, officer, employee, agent and Affiliate of the Parent, the such Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iiiv) No proceeds of any Extension of Credit have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 8.15.

Anti-Corruption Laws and Sanctions. (ia) . (a) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such SubsidiaryBorrowers, any of their respective directorsthe other Loan Parties, officersany of the other Subsidiaries, employees or affiliates, any other Affiliate of any Borrower or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunder, Agreement: (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the ParentBorrowers, the other Loan Parties, each of the other Subsidiaries, or each other Affiliate of any Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent and its Subsidiaries such Borrower, other Loan Party or Subsidiary and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the ParentBorrower, the Borrower other Loan Party and their respective SubsidiariesSubsidiary, and to the knowledge of Parent or Borrowerthe Borrowers, each director, officer, employee, agent and Affiliate of the Parent, the each Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit the Loans have been used, directly or indirectly, by the BorrowerBorrowers, the other Loan Parties, each of the other Subsidiaries, or each other Affiliate of any of its Subsidiaries Borrower or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (ix) the ParentTrust, the Borrower, Borrower or any Subsidiary or, of the Trust or the Borrower or (y) to the knowledge of the ParentTrust, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or affiliates, controlled Affiliates or (ii2) to the knowledge of the Parent or the Borrower, any agent or representative of the ParentTrust, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loans made and Letters of Credit issued hereunderLoan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve ensure compliance by the Parent Trust, the Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries, and to the knowledge of Parent or the Borrower, (aa) each director, officer, employee, agent employee and controlled Affiliate of the ParentTrust, the Borrower and each such SubsidiarySubsidiary and (bb) each agent of the Trust, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects.. ​ (ii) No use of proceeds of any Extension Borrowing or any Letter of Credit have been usedused by any Loan Party, directly or indirectlyto the knowledge of any Loan Party, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) directly, or to the knowledge of any Loan Party, indirectly, in any manner that would will result in the any violation of any Sanctions Anti-Corruption Law or applicable to any party hereto.Sanctions. ​

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the BorrowerBorrowers, any Subsidiary of any Borrower or, to the knowledge of the Parent, the any Borrower or any such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary of any Borrower that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facilities established hereby, (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 in violation of applicable SanctionsCountry, (CD) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons. (Db) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (c) Each of the Parent, the Borrower and their respective its Subsidiaries, each director, officer, and to the knowledge of Parent or such Borrower, each director, officer, employee, agent and Affiliate of the Parent, the such Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (iid) No proceeds of any Extension of Credit have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 8.15.

Anti-Corruption Laws and Sanctions. (i1) None of (i) the Parent, the BorrowerBorrowers, any Subsidiary of any Borrower or, to the knowledge of the Parent, the any Borrower or any such Subsidiary, any of their respective directors, officers, employees officers or affiliatesemployees, or (ii) to the 146960219_6 165457743_4 knowledge of the Parent or the any Borrower, any agent or representative of the Parent, the any Borrower or any Subsidiary of any Borrower that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereundercredit facilities established hereby, (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 in violation of applicable SanctionsCountry, (CD) 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) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons. (D2) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent such Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Controlled Affiliates with the all Anti-Corruption Laws. , Anti-Money Laundering Laws and applicable Sanctions. (3) Each of the Parent, the Borrower and their respective its Subsidiaries, each director, officer, and to the knowledge of Parent or such Borrower, each director, officer, employee, agent and Affiliate of the Parent, the such Borrower and each such Subsidiary, is in compliance with the all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respectsrespects and applicable Sanctions. (ii4) No proceeds of any Extension of Credit have been used, directly or indirectly, by the any Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party heretoSection 8.15.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, or, to the knowledge of Borrower or such Subsidiary, any of their respective employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) 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, (D) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (DE) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (F) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (ix) the ParentTrust, the Borrower, Borrower or any Subsidiary or, of the Trust or the Borrower or (y) to the knowledge of the ParentTrust, the Borrower or any such Subsidiary, (1) any of their respective directors, officers, employees or affiliates, controlled Affiliates or (ii2) to the knowledge of the Parent or the Borrower, any agent or representative of the ParentTrust, the Borrower or any Subsidiary of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loans made and Letters of Credit issued hereunderLoan Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve ensure compliance by the Parent Trust, the Borrower and its such Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates with Sanctions and the Anti-Corruption Laws. Each of the ParentTrust, the Borrower and any of their respective Subsidiaries, and to the knowledge of Parent or the Borrower, (aa) each director, officer, employee, agent officer and Affiliate employee of the ParentTrust, the Borrower and each such SubsidiarySubsidiary and (bb) each agent of the Trust, the Borrower or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from any Loan or any other extension of credit made under the Loan Documents, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No use of proceeds of any Extension Borrowing or any Letter of Credit have been usedwill be used directly, directly or to the knowledge of any Loan Party, indirectly, by the Borrower, in any of its Subsidiaries or manner that will result in any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing Law or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None of (i) the Parent, the BorrowerHoldings, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, or, to the knowledge of Holdings or such Subsidiary, any of their respective employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrowereach Specified Loan Party, any agent or representative of the Parent, the Borrower Holdings or any Subsidiary that will act in any capacity in connection with or directly benefit from the Loans made and Letters Facilities is a Sanctioned Person. (b) Neither Holdings nor any of Credit issued hereunder, its Subsidiaries (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons Persons, (B) has violated any Anti-Corruption Law, (C) has in violation any material respect violated the accounting provisions of applicable Sanctions the Foreign Corrupt Practices Act of 1977, as amended, or (D) has taken violated any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any applicable Anti-Corruption LawsMoney Laundering Law. Each of the Parent, the Borrower Holdings and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Parent cause Holdings and its Subsidiaries and their respective directors, officers, employees, and agents and Affiliates to comply with the Anti-Corruption Laws. Each of the Parent, the Borrower Holdings and their respective its Subsidiaries, and to the knowledge of Parent or Borrowereach Specified Loan Party, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary while acting on behalf of such Borrower or Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iic) No proceeds of any Extension Loan or Letter of Credit have been used, directly directly, or to the knowledge of each Specified Loan Party, indirectly, by the BorrowerHoldings, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions Person, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (ia) None To the knowledge of the Borrower, none of (i) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of their respective directors, officers, or any of their respective employees or affiliatesAffiliates, or (ii) to the knowledge of the Parent or the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderFacility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country in violation of applicable SanctionsCountry, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or Persons, (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws, or (E) has violated any Anti-Money Laundering Law. Each of the Parent, the Borrower and their respective its Subsidiaries has implemented and maintains in effect policies and procedures designed to promote and achieve ensure compliance by the Parent Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Borrower and their respective its Subsidiaries, and to the knowledge of Parent or Borrower, each director, officer, employee, agent and Affiliate of the Parent, the Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (iib) No To the knowledge of the Borrower, no proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable SanctionsCountry, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. (i) None of (i) Holdings and the ParentBorrowers have implemented and maintain in effect policies and procedures designed to promote compliance by Holdings, the Borrower, any Subsidiary or, to the knowledge of the Parent, the Borrower or such Subsidiary, any of Borrowers and their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Holdings, the Borrowers and the Subsidiaries and, to the knowledge of Holdings or affiliatesthe Borrowers and in connection with their activities for Holdings, the Borrowers and the Subsidiaries, the respective officers, employees, directors and agents of Holdings, the Borrowers and the Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Holdings, the Borrowers, any Subsidiary or any of their respective directors or officers or (iib) to the knowledge of the Parent Holdings or the BorrowerBorrowers, any agent or representative employee of the ParentHoldings, the Borrower Borrowers or any Subsidiary, or any agent of Holdings, the Borrowers or any Subsidiary that will act in any capacity in connection with or benefit from the Loans made and Letters of Credit issued hereunderestablished hereby, (A) is a Sanctioned Person Person. None of Holdings, the Borrowers or currently the subject any of its Subsidiaries is located, organized or target of any Sanctions, (B) has its assets located resident in a Sanctioned Country Country. Holdings, the Borrowers and their Subsidiaries will not, directly or, to the knowledge of Holdings, indirectly, use the proceeds of any Loan or any Letter of Credit or otherwise make available such proceeds to any Person (i) for the purpose of financing the activities of any Sanctioned Person, except to the extent licensed or otherwise approved by the applicable Sanctions Authority or in compliance with applicable exemptions licenses or other approvals, or (ii) in any other manner that would constitute or give rise to a violation of Sanctions by any party hereto. Holdings, the Borrowers and their Subsidiaries will not directly or, to the knowledge of Holdings, indirectly use the proceeds of any Loan or any Letter of Credit for any payments to any governmental official or employee, political party, official of a political party, candidate for public office, or anyone else acting in an official capacity, in order to improperly obtain, retain or direct business or obtain any improper advantage in violation of any applicable Sanctions, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons in violation of applicable Sanctions or (D) has taken any action, directly or indirectly, that would result in a violation in any material respect by such Persons of any Anti-Corruption Laws. Each of the ParentNotwithstanding this Section 8.18 or Section 8.10, the Borrower representation and their respective Subsidiaries has implemented and maintains warranties set forth in effect policies and procedures designed to promote and achieve compliance by this Section 8.18 or in Section 8.10 shall only apply for the Parent and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each benefit of the Parent, the Borrower and their respective Subsidiaries, and any Lender to the knowledge extent that such representations and warranties would not result in a violation of Parent (or Borrower, each director, officer, employee, agent conflict with and Affiliate of the Parent, the Borrower and each thereby expose such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects. (ii) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, Lender to any Person in violation of liability under) any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country in violation of applicable Sanctions or (iii) in any manner that would result in the violation of any Sanctions Boycott Law applicable to any party heretosuch Lender.