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

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee and agent of the Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary, any of their respective directors Subsidiary or officers, or, to the knowledge of the Borrower or such Subsidiary, Subsidiary any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge . None of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used by the Borrower directly or to the Borrower’s knowledge indirectly, 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 corporation incorporated in the United States or in a manner that would result in a violation of European Union member state, will violate any applicable Anti-Corruption Laws Law or applicable Sanctions or will violate the Patriot Act or any other applicable to any party heretoterrorism or money laundering laws, rules, regulations or orders.

Anti-Corruption Laws and Sanctions. None The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Borrower and its Restricted Subsidiaries, and their respective directors, officers, employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary, with Anti-Corruption Laws and applicable Sanctions. The Borrower, its Restricted Subsidiaries and their respective officers and directors and, to the knowledge of the Borrower, any Subsidiarytheir employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of their respective directors or officers, Restricted Subsidiary or, to the knowledge of the Borrower or such SubsidiaryBorrower, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Restricted Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of violate any applicable Anti-Corruption Laws Law or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any Subsidiary, any of their respective directors or officers, Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees directors, officers or agents employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, except to the knowledge of extent the Borrower, indirectly, that would result in a violation by Borrower or such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance Subsidiary is licensed by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting appropriate Sanctions-administering authority to engage in their capacity as such) the applicable transaction with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and such Sanctioned Person or is otherwise permitted to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Personsdo so by U.S. law. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower, any Subsidiary, any of its Subsidiaries and their respective directors or directors, officers, oremployees and agents with applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents (in each case related to activities of the Borrower or such Subsidiaryits Subsidiaries), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken engaged in any actiontransactions or dealings with a Sanctioned Person or in a Sanctioned Country, unless permitted under applicable Sanctions. No Credit Extension, use of proceeds or other transaction contemplated by this Agreement will directly or, to the knowledge of the Borrower, indirectlyindirectly (i) fund, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Lawfinance, or Sanctions facilitate any activities, business or transaction of or with a Sanctioned Person, or in any Sanctioned Country, unless permitted under applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directorsSanctions, officers, employees and agents or (acting in their capacity as suchii) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a any other manner that would result in a material violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None Each of the Company, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, the Borrower, any Subsidiary, any of their respective directors or Subsidiaries and their respective directors, officers, oremployees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, the Borrower, their respective Subsidiaries and their respective officers and employees and to the knowledge of the Company or the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company, the Borrower or such Subsidiary, any of their respective employees Subsidiaries being designated as a Sanctioned Person. None of (a) the Company, the Borrower, any Subsidiary or agents any of their respective directors, officers or employees, or (b) to the knowledge of the Company, the Borrower, any agent of the Company or the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of violate any applicable Anti-Corruption Laws Law or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary, any of its Subsidiaries and their respective directors or directors, officers, oremployees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents insofar as the same are acting on behalf of the Borrower or such Subsidiaryits Subsidiaries, (x) are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and (y) have not and will not do business, enter into transactions or store with, purchase or receive money from, transport from, to or with, sell goods or give money to, a Sanctioned Person. None of (a) the Borrower, any Subsidiary or any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this the Credit Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. Each of AXE, Anixter, and the Subsidiaries of Anixter has implemented and maintains in effect policies and procedures designed to ensure compliance by such Person, its Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Person, its Subsidiaries, and their respective officers and employees and, to the knowledge of such Person, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any of AXE, Anixter, and the Subsidiaries of Anixter being designated as a Sanctioned Person. None of (a) AXE, Anixter, and the Borrower, any Subsidiary, any Subsidiaries of their respective directors or officers, Anixter or, to the knowledge of the Borrower or any such SubsidiaryPerson, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of any such Person, any agent of such Person that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary, any of its Subsidiaries and their respective directors or directors, officers, oremployees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents insofar as the same are acting on behalf of the Borrower or such Subsidiaryits Subsidiaries, (i) are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and (ii) have not and will not do business, enter into transactions or store with, purchase or receive money from, transport from, to or with, sell goods or give money to, a Sanctioned Person. None of (a) the Borrower, any Subsidiary or any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge . The making of the BorrowerLoans, indirectly, that would result in a violation by such Persons use of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit thereof or other transaction contemplated by this the Credit Agreement will be used in a manner that would result in a violation of any applicable not violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Anti- Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its subsidiaries and, to the knowledge of the Borrower, any Subsidiarytheir respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of their respective directors or officers, subsidiary or, to the knowledge of the Borrower or such Subsidiarysubsidiary, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person. In addition, or (b) has taken any action, the Borrower will not directly or, to the knowledge of the Borrowerknowingly, indirectly, that would result use the proceeds of any Advance in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, Laws or applicable Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or no other transaction contemplated by this Agreement agreement (which is to be performed by the Borrower) will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.” The parties hereto agree that, effective as of the date hereof, Section 5.01 of the Credit Agreement is hereby amended by adding the following in its entirety at the end thereof:

Anti-Corruption Laws and Sanctions. None of The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary, any of its Subsidiaries and their respective directors or directors, officers, oremployees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents insofar as the same are acting on behalf of the Borrower or such Subsidiaryits Subsidiaries, (x) are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and (y) have not and will not do business, enter into transactions or store with, purchase or receive money from, transport from, to or with, sell goods or give money to, a Sanctioned Person. None of (a) the Borrower, any Subsidiary or any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge . The making of the BorrowerLoans, indirectly, that would result in a violation by such Persons use of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit thereof or other transaction contemplated by this the Credit Agreement will be used in a manner that would result in a violation of any applicable not violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. Each Obligor has implemented and maintains in effect policies and procedures designed to ensure compliance by the Obligors and their respective directors, officers, employees and agents with Anti-Corruption Laws, and the Obligors and their respective officers and employees and, to the Borrower’s Knowledge, their directors and agents, are in compliance with Anti-Corruption Laws and are not engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the Borrower’s Knowledge, any agent of the Borrower, any Subsidiary, Subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents other Person that will act in any capacity in connection with or benefit from the credit facility facilities established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan direct Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or applicable Sanctions applicable and, to any party heretothe Borrower’s Knowledge, no indirect use of proceeds (whether pursuant to a Borrowing or Letter of Credit) or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or Sanctions.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (aA) is a Sanctioned Person, or (bB) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee employee, agent and agent Affiliate of the Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any Subsidiary, any of their respective directors or officers, Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees directors, officers or agents employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, except to the knowledge of extent the Borrower, indirectly, that would result in a violation by Borrower or such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance Subsidiary is licensed by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting appropriate Sanctions-administering authority to engage in their capacity as such) the applicable transaction with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and such Sanctioned Person or is otherwise permitted to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Personsdo so by U.S. law. No Borrowing, use of proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary, any of their respective directors or officers, Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, except to the knowledge of extent the Borrower, indirectly, that would result in a violation by Borrower or such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance Subsidiary is licensed by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting appropriate Sanctions-administering authority to engage in their capacity as such) the applicable transaction with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and such Sanctioned Person or is otherwise permitted to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Personsdo so by U.S. law. No Borrowing, use of proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee and agent of the Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.. 833 ‌ ‌ ​ ​

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. Each of AXE, Anixter, and the Subsidiaries of Anixter has implemented and maintains in effect policies and procedures designed to ensure compliance by such Person, its Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Person, its Subsidiaries, and their respective officers and employees and, to the knowledge of such Person, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any of AXE, Anixter, and the Subsidiaries of Anixter being designated as a Sanctioned Person. None of (a) AXE, Anixter, and the Borrower, any Subsidiary, any Subsidiaries of their respective directors or officers, Anixter or, to the knowledge of the Borrower or any such SubsidiaryPerson, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of any such Person, any agent of such Person that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds, Transaction, or other transaction contemplated by this Agreement or the other Loan Documents will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner ​ that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money 33 ‌ ‌ ​ ​ Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee and agent of the Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees (in each case in their respective capacities as such) and to the knowledge of the Borrower, any Subsidiaryits directors and agents (in each case in their respective capacities as such), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of their respective directors Subsidiary or officers, or, to the knowledge of the Borrower or such Subsidiary, Subsidiary any of their respective directors, officers or employees (in each case, in their respective capacities as such), or agents (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in each case in its capacity as such) that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Borrowing, Floorplan Loan or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Holdings and Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has have implemented and maintains maintain in effect policies and procedures designed to promote and achieve ensure compliance by Holdings, Borrower, the Borrower and its Subsidiaries other Group Members and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and applicable Sanctions, and Holdings, Borrower, the other Group Members and their respective officers and employees and, to the knowledge of Holdings and Borrower, their respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of Borrower, any Restricted Subsidiary or, to the knowledge or Borrower or such Restricted Subsidiary, any of their respective directors, officers or employees, is a Sanctioned Person. All borrowings, use of proceeds and other transactions contemplated by this Agreement will comply with applicable to such Persons. No Sanctions in all material respects, and no borrowing, use of proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used violate Anti-Corruption Laws (including the Foreign Corrupt Practices Act of 1977) in a manner that would reasonably be expected to result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party heretoMaterial Adverse Effect.

Anti-Corruption Laws and Sanctions. None The Borrower, its Subsidiaries, their joint ventures and their respective officers and employees and, to the knowledge of the Borrower, any Subsidiarythe Borrower’s and its Subsidiaries’ directors and agents, have been and are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of their respective directors or officers, Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees directors, officers, employees, agents or agents representatives, is (i) a Sanctioned Person, or is involved in any transaction through which it is likely to become a Sanctioned Person, or (ii) subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to any Anti-Corruption Laws or applicable Sanctions, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, . No Borrowing or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons issuance of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of violate any applicable Anti-Corruption Laws or Sanctions applicable to any party heretoSanctions.”

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party heretohereto.4.13.

Anti-Corruption Laws and Sanctions. None of Each Group Party has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary, any of Group Parties and their respective directors or directors, officers, oremployees and agents with Anti-Corruption Laws and applicable Sanctions, and the Group Parties and their respective officers and employees and, to the knowledge of the Borrower, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or such Subsidiary, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person. No direct Borrowing or Letter of Credit, use of proceeds or (b) has taken any action, directly orother transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions and, to the knowledge of the Borrower, indirectly, that would result in no indirect use of proceeds (whether pursuant to a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit) or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or Sanctions applicable to any party hereto.Sanctions

Anti-Corruption Laws and Sanctions. None of Each Group Party has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, any Subsidiary, any of Group Parties and their respective directors or directors, officers, oremployees and agents with Anti-Corruption Laws and applicable Sanctions, and the Group Parties and their respective officers and employees and, to the knowledge of the Borrower, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or such Subsidiary, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person. No direct Borrowing or Letter of Credit, use of proceeds or (b) has taken any action, directly orother transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions and, to the knowledge of the Borrower, indirectly, that would result in no indirect use of proceeds (whether pursuant to a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit) or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable violate Anti-Corruption Laws or applicable Sanctions applicable to any party hereto.Tahoe Resources Inc. - Credit Agreement

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (aA) is a Sanctioned Person, or (bB) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None of the Borrower, any Subsidiary, any of their respective directors or officers, or, to the knowledge of the Borrower or such Subsidiary, any of their respective employees or agents that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan or Letter of Credit or other transaction contemplated by this Agreement will be used in a manner 509265-1292-1635217123-Active.25783117.740387902.9 ​ that would result in a violation of any applicable Anti-Corruption Laws or Sanctions applicable to any party hereto.

Anti-Corruption Laws and Sanctions. None The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Borrower and its Restricted Subsidiaries, and their respective directors, officers, employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary, with Anti- Corruption Laws and applicable Sanctions. The Borrower, its Restricted Subsidiaries and their respective officers and directors and, to the knowledge of the Borrower, any Subsidiarytheir employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of their respective directors or officers, Restricted Subsidiary or, to the knowledge of the Borrower or such SubsidiaryBorrower, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Restricted Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of violate any applicable Anti-Corruption Laws Law or Sanctions applicable to any party heretoSanctions.

Anti-Corruption Laws and Sanctions. None The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Borrower and its Restricted Subsidiaries, and their respective directors, officers, employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary, with Anti-Corruption Laws and applicable Sanctions. The Borrower, its Restricted Subsidiaries and their respective officers and directors and, to the knowledge of the Borrower, any Subsidiarytheir employees and agents in connection with such Person’s actions on behalf of the Borrower or a Restricted Subsidiary are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of their respective directors or officers, Restricted Subsidiary or, to the knowledge of the Borrower or such SubsidiaryBorrower, any of their respective employees directors, officers or agents employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Restricted Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereunder (a) hereby, is a Sanctioned Person, or (b) has taken any action, directly or, to the knowledge of the Borrower, indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws, any Anti-Money Laundering Law, or Sanctions applicable to such Persons. The Borrower has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) with the Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower, each director, officer, employee and agent of Borrower and each such Subsidiary, is in compliance in all material respects with the Anti-Corruption Laws and the Sanctions applicable to such Persons. No proceeds of any Loan Borrowing or Letter of Credit Credit, use of proceeds or other transaction contemplated by this Agreement will be used in a manner that would result in a violation of violate any applicable Anti-Corruption Laws Law or Sanctions applicable to any party heretoSanctions. SECTION 9.