Common use of Anti-Money Laundering and Anti-Terrorism Laws Clause in Contracts

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, any of their respective Subsidiaries, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, any of their respective Subsidiaries, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, any of the Loan Parties’ ' or any of their Subsidiaries’ ' respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (ia) None of the Loan Parties, any of their respective SubsidiariesSubsidiaries or Affiliates, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Anti- Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (iib) None of the Loan Parties, nor any Subsidiary of any of the Loan PartiesParties or their Affiliates, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iiic) None of the Loan Parties, nor any Subsidiary or Affiliate of any of the Loan Parties, nor, to the knowledge of the Loan Parties, nor any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (Ai) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (Bii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (ivd) The Borrower will not request any Term LoanLoan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan hereunder (Ai) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (Bii) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to the Borrower, any by any Person (including any Lender of its Subsidiaries, either Agent or any Agent)Lender. (ve) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (ia) None of the Loan Parties, any of their respective Subsidiaries, their respective directors, officers officers, employees or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (iib) None of the Loan Parties, nor any Subsidiary of any of the Loan PartiesParties (nor any issuer of any Private Securities included in the Portfolio or Miscellaneous Securities that would have been a Subsidiary but for the proviso to the definition of “Subsidiary”), nor any officer, director, employees employee or principal shareholder or owner of any of the Loan Parties or Parties, any of their Subsidiaries, nor, Subsidiaries (or any issuer of any Private Securities included in the Portfolio or Miscellaneous Securities that would have been a Subsidiary but for the proviso to the knowledge definition of the Loan Parties“Subsidiary”), nor any of the Loan Parties’ or any of their such Subsidiaries’ respective agents (or that of any issuer of any Private Securities included in the Portfolio or Miscellaneous Securities that would have been a Subsidiary but for the proviso to the definition of “Subsidiary”) acting or benefiting in any capacity in connection with the Term Loans Advances or other transactions hereunder, is a Blocked Person. (iiic) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, Parties (nor any issuer of any Private Securities included in the Portfolio or Miscellaneous Securities that would have been a Subsidiary but for the proviso to the knowledge definition of the Loan Parties“Subsidiary”), nor any of their respective agents acting in any capacity in connection with the Term Loans Advances or other transactions hereunder, (Ai) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (Bii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (ivd) The Borrower will not request any Term LoanAdvance hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan Advance hereunder (Ai) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (Bii) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender Agent or any AgentLender). (ve) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (ia) None of the Loan Parties, any of their respective SubsidiariesSubsidiaries or Affiliates, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (iib) None of the Loan Parties, nor any Subsidiary of any of the Loan PartiesParties or their Affiliates, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans Loan or other transactions hereunder, is a Blocked Person. (iiic) None of the Loan Parties, nor any Subsidiary or Affiliate of any of the Loan Parties, nor, to the knowledge of the Loan Parties, nor any of their respective agents acting in any capacity in connection with the Term Loans Loan or other transactions hereunder, (Ai) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (Bii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (ivd) The Borrower will not request any Term LoanLoan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan hereunder (Ai) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (Bii) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to the Borrower, any by any Person (including any Lender of its Subsidiaries, either Agent or any Agent)Initial Lender. (ve) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (ia) None of the Loan Parties, any of their respective SubsidiariesSubsidiaries or Affiliates, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (iib) None of the Loan Parties, nor any Subsidiary of any of the Loan PartiesParties or their Affiliates, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iiic) None of the Loan Parties, nor any Subsidiary or Affiliate of any of the Loan Parties, nor, to the knowledge of the Loan Parties, nor any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (Ai) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (Bii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (ivd) The Borrower will not request any Term LoanLoan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan hereunder (Ai) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (Bii) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to the Borrower, any by any Person (including any Lender of its Subsidiaries, either Agent or any Agent)Lender. (ve) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, nor any Affiliate of their respective Subsidiariesthe Loan Parties controlled by the Loan Parties, their respective directorsnor, officers or employees nor to the knowledge of any Loan Party, any Affiliate of any of the Borrower, their respective agentsLoan Parties, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws.. DOCID - 27822767.5 - 82 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 (ii) None of the Loan Parties, nor any Subsidiary Affiliate of the Loan Parties controlled by the Loan Parties, nor, to the knowledge of any Loan Party, any Affiliate of any of the Loan Parties, nor any officer, director, employees director or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ ' respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, norParties and, to the knowledge of the any Loan PartiesParty, any of their respective no agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any OFAC Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, any of their respective Subsidiariesnor, their respective directors, officers or employees nor to the knowledge of the Borrowerany Loan Party, any of their respective Affiliates or agents, has violated shall: (A) conduct any business or is engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person in violation of any Requirements of Law; (B) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to the OFAC Sanctions Programs in violation of any Requirements of Law; (C) use any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner any illegal activity, including, without limitation, any violation of the Anti-Money Laundering and Anti-Terrorism Laws or any specified unlawful activity as that term is defined in any material respect the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956 and 1957; or (D) violate, attempt to violate, or has engaged engage in or conspired conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary Affiliate of any of the Loan Parties, nor any officer, director, employees director or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is shall be or shall become a Blocked Person. . US-DOCS\103792213.14 (iiis) Anti-Bribery and Anti-Corruption Laws. None of the Loan Parties, Parties nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in Subsidiaries shall: (i) offer, promise, pay, give, or authorize the payment or giving of any capacity in connection with the Term Loans money, gift or other transactions hereunderthing of value, (A) conducts any business with directly or indirectly, to or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or Foreign Official for the benefit purpose of: (A) influencing any act or decision of any Blocked Personsuch Foreign Official in his, her, or its official capacity; or (B) deals ininducing such Foreign Official to do, or otherwise engages omit to do, an act in violation of the lawful duty of such Foreign Official, or (C) securing any transaction relating improper advantage, in order to obtain or retain business for, or with, or to direct business to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs.Person; or (ivii) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its act or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) attempt to act in any manner that which would result in subject any of the violation of Loan Parties to liability under any Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent)Corruption Law. (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, nor any Affiliate of their respective Subsidiariesany Loan Party that is controlled by a Loan Party, their respective directorsnor, officers or employees nor to the knowledge of the Borrowerany Loan Party, their respective agentsany other Affiliate of any Loan Party, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary Affiliate of any Loan Party that is controlled by a Loan Party, nor, to the knowledge of the any Loan PartiesParty, any other Affiliate of any Loan Party, nor any officer, director, employees director or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ ' respective agents acting or benefiting in any capacity in connection with the Term Loans Loans, or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any OFAC Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan PartiesNeither Buyer nor, to Buyer’s Knowledge, any of their respective Subsidiariesits Affiliates, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of, has been charged with or is under indictment for the violation of, or has pled guilty to or been found guilty of the violation of, any Anti-Money Laundering and Anti-Terrorism Laws Laws. (ii) None of Buyer or, to Buyer’s Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. (iii) None of Buyer or, to Buyer’s knowledge, its Affiliates or, without inquiry, any of its brokers or other agents, in any material respect capacity in connection with the purchase of the Property (A) conducts any business or has engaged engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph; (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (C) engages in or conspired conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. (iiiv) None of Buyer understands and acknowledges that Seller may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by Seller, for the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, purpose of: (A) conducts any business with or for the benefit carrying out due diligence as may be required by Applicable Law to establish Buyer’s identity and source of any Blocked Person or engages in making or receiving any contribution funds; (B) maintaining records of such identities and sources of funds, goods or services to, from verifications or for certifications as to the benefit of same; and (C) taking any Blocked Person, or (B) deals in, or otherwise engages other actions as may be required to comply with and remain in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or compliance with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Antianti-Money Laundering and Anti-Terrorism Laws money laundering regulations applicable to any by any Person (including any Lender or any Agent)Buyer. (v) The Loan Parties have adoptedNeither Buyer, implemented nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and maintain policies the monies used in connection with this Agreement and procedures amounts committed with respect thereto, were not and are not derived from any activities that are reasonably designed to ensure compliance with contravene any of the Anti-Money Laundering and Anti-Terrorism Laws or any other applicable anti-money laundering or anti-bribery Applicable Laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). (vi) Bxxxx is not engaging in the transactions contemplated hereunder, directly or indirectly, in violation of any Applicable Laws relating to drug trafficking, money laundering or predicate crimes to money laundering or drug trafficking. None of the funds of Buyer have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Buyer is prohibited by Applicable Laws or that the Loan Partiestransactions contemplated hereunder or this Agreement is or will be in violation of Applicable Laws. Buyer has implemented and will continue to implement procedures, their respective Subsidiaries and their respective directorshas consistently and will continue to consistently apply those procedures, officersto ensure the foregoing representations and warranties remain true and correct at all times prior to and at the Closing. (vii) No natural person owns a twenty-five percent (25%) or greater interest in Buyer, employees and agentsdirectly or indirectly except as disclosed in Schedule 4.1(f)(vii).

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, any of their respective Subsidiaries, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or no Loan Party nor any of their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (ia) None of the Loan Parties, any of their respective SubsidiariesSubsidiaries or Affiliates, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Anti- Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (iib) None of the Loan Parties, nor any Subsidiary of any of the Loan PartiesParties or their Affiliates, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans Loan or other transactions hereunder, is a Blocked Person. (iiic) None of the Loan Parties, nor any Subsidiary or Affiliate of any of the Loan Parties, nor, to the knowledge of the Loan Parties, nor any of their respective agents acting in any capacity in connection with the Term Loans Loan or other transactions hereunder, (Ai) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (Bii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (ivd) The Borrower will not request any Term LoanLoan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan hereunder (Ai) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (Bii) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to the Borrower, any by any Person (including any Lender of its Subsidiaries, either Agent or any Agent)Initial Lender. (ve) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, any of their respective Subsidiaries, their respective directors, officers or employees nor to the knowledge of the BorrowerDebtor, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, avoiding any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan PartiesDebtor, any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan PartiesDebtor, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (iv) The Borrower Debtor will not request any Term LoanLoan hereunder, and the Borrower Debtor shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan hereunder (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any the Administrative Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. ‌ (ia) None of the Loan Parties, any of their respective SubsidiariesSubsidiaries or Affiliates, their respective directors, officers or employees nor to the knowledge of the Borrower, their respective agents, has violated or is in violation of any of the Anti-Money Laundering and Anti-Anti- Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (iib) None of the Loan Parties, nor any Subsidiary of any of the Loan PartiesParties or their Affiliates, nor any officer, director, employees or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is a Blocked Person. (iiic) None of the Loan Parties, nor any Subsidiary or Affiliate of any of the Loan Parties, nor, to the knowledge of the Loan Parties, nor any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (Ai) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (Bii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any Sanctions Programs. (ivd) The Borrower will not request any Term LoanLoan hereunder, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan hereunder (Ai) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (Bii) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to the Borrower, any by any Person (including any Lender of its Subsidiaries, either Agent or any Agent)Lender. (ve) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.

Anti-Money Laundering and Anti-Terrorism Laws. (i) None of the Loan Parties, nor any Affiliate of their respective Subsidiariesany Loan Party that is controlled by a Loan Party, their respective directorsnor, officers or employees nor to the knowledge of the Borrowerany Loan Party, their respective agentsany other Affiliate of any Loan Party, has violated or is in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws in any material respect or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Anti-Money Laundering and Anti-Terrorism Laws. (ii) None of the Loan Parties, nor any Subsidiary Affiliate of any Loan Party that is controlled by a Loan Party, nor, to the knowledge of the any Loan PartiesParty, any other Affiliate of any Loan Party, nor any officer, director, employees director or principal shareholder or owner of any of the Loan Parties or any of their Subsidiaries, nor, to the knowledge of the Loan Parties, nor any of the Loan Parties’ or any of their Subsidiaries’ respective agents acting or benefiting in any capacity in connection with the Term Loans Loans, or other transactions hereunder, is a Blocked Person. (iii) None of the Loan Parties, nor any Subsidiary of any of the Loan Parties, nor, to the knowledge of the Loan Parties, any of their respective agents acting in any capacity in connection with the Term Loans or other transactions hereunder, (A) conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any OFAC Sanctions Programs. (iv) The Borrower will not request any Term Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Term Loan (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any Sanctioned Country, or (B) in any manner that would result in the violation of Anti-Money Laundering and Anti-Terrorism Laws applicable to any by any Person (including any Lender or any Agent). (v) The Loan Parties have adopted, implemented and maintain policies and procedures that are reasonably designed to ensure compliance with the Anti-Money Laundering and Anti-Terrorism Laws by the Loan Parties, their respective Subsidiaries and their respective directors, officers, employees and agents.