Common use of Anti-Terrorism Law; Foreign Corrupt Practices Act Clause in Contracts

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, and, to the knowledge of the Credit Parties, none of its Affiliates or employees, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Act. (b) No Company, none of its directors or officers, and to the knowledge of the Credit Parties, no Affiliate, employee or broker or other agent of any Company, where such broker or agent is acting or benefiting solely in such capacity in connection with the Borrowings, is a person with whom dealings are restricted or prohibited under any Sanctions Laws, either by (i) being designated on a sanctions list or for being owned or controlled by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds of the Borrowings or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreement. (c) No Company and, to the knowledge of the Credit Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Borrowings, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b) or Section 8.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions Laws. (d) No Company nor any director or officer of any Company, and to the knowledge of the Credit Parties, no agent, employee nor Affiliate of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, (ii) made or taken an act in furtherance of any unlawful payment to any foreign or domestic government official or employee, (iii) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit Loan Parties, none of its Affiliates or employeesAffiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act.”) (b) No Company, none of its directors or officers, and to the knowledge of the Credit Loan Parties, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Company acting or benefiting solely in such capacity in connection with the BorrowingsCredit Extensions, is a person with whom dealings are restricted or prohibited under any Sanctions Laws, either by (i) being designated on a sanctions list or for being owned or controlled by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being is included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”)OFAC; no Company is in violation of any U.S. or other applicable Sanctions Laws; and the Borrower Borrowers will not directly or indirectly use the proceeds of the Borrowings or lend, contribute Credit Extensions or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities as would result in a violation of applicable Sanctions Laws by any party to this AgreementLaws. (c) No Company and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the BorrowingsCredit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b3.22(b) or Section 8.196.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities as would result in a violation of Sanctions Laws. (d) No Company nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Loan Parties, no any agent, employee nor Affiliate of any Companyor Affiliate, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any material unlawful contribution, gift, entertainment or other material unlawful expenses relating to political activity or to influence official action, (ii) made or taken an act in furtherance of any material unlawful payment to any foreign or domestic government official or employeeemployee from corporate funds, (iii) made any material unlawful bribe or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years since July 1, 2009 engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”) or the UKBA or (v) used the proceeds of any Loans or any Letter of Credit in a manner or for a purpose prohibited by any Anti-Corruption Lawsthe FCPA or the UKBA. The Borrower (x) has Companies have instituted and maintains maintain policies and procedures designed to ensure ensure, and which are reasonably expected to continue to ensure, compliance by each Company with the foregoing and (y) has therewith. The Companies have and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No To the knowledge of any Loan Party, no Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Lawsthe FCPA or UKBA, and, to the knowledge of any Credit Loan Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, and its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit Loan Parties, none of its Affiliates or employeesAffiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act.”) (b) No Company, none of its directors or officers, and to the knowledge of the Credit Loan Parties, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Company acting or benefiting solely in such capacity in connection with the BorrowingsCredit Extensions, is a person with whom dealings are restricted or prohibited under any Sanctions Laws, either by (i) being designated on a sanctions list or for being owned or controlled by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) or (ii) being is included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered of Persons issued by any other OFAC or the Sanctions Authority provided at its official website or any replacement website or other replacement official publication of such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”)list; no Company is in violation of any U.S. or other applicable Sanctions Lawssanctions; and the Borrower Borrowers will not directly or indirectly use the proceeds of the Borrowings or lend, contribute Credit Extensions or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws U.S. sanctions administered by OFAC or any other applicable Sanctions AuthorityOFAC, in each case if such activities as would result in a violation of applicable Sanctions Laws by any party to this AgreementU.S. sanctions. (c) No Company and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the BorrowingsCredit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b3.22(b) or Section 8.196.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities as would result in a violation of Sanctions Laws. (d) No Company nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Loan Parties, no any agent, employee nor Affiliate of any Companyor Affiliate, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any material unlawful contribution, gift, entertainment or other material unlawful expenses relating to political activity or to influence official action, (ii) made or taken an act in furtherance of any material unlawful payment to any foreign or domestic government official or employeeemployee from corporate funds, (iii) made any material unlawful bribe or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years since July 1, 2009 engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”) or the UKBA or (v) used the proceeds of any Loans or any Letter of Credit in a manner or for a purpose prohibited by any Anti-Corruption Lawsthe FCPA. The Borrower (x) has Companies have instituted and maintains maintain policies and procedures designed to ensure ensure, and which are reasonably expected to continue to ensure, compliance by each Company with the foregoing and (y) has therewith. The Companies have and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No To the knowledge of any Loan party, no Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Lawsthe FCPA or UKBA, and, to the knowledge of any Credit Loan Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, and its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit Loan Parties, none of its Affiliates or employees, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company, none of its directors or officers, Company and to the knowledge of the Credit Loan Parties, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Loan Party acting or benefiting solely in such any capacity in connection with the BorrowingsCredit Extensions is any of the following: (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person with whom dealings are restricted which any Lender is prohibited from dealing or prohibited under otherwise engaging in any Sanctions Lawstransaction by any Anti-Terrorism Law; (iv) a person that commits, either by threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (iv) being a person that is named as a “specially designated national and blocked person” on a sanctions the most current list or for being owned or controlled by such designated person, including U.S. sanctions administered published by the U.S. Treasury Department Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC at its official website or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. replacement website or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds replacement official publication of the Borrowings or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreementlist. (c) No Company and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Borrowings, Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b) or Section 8.193.22(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authoritythe Executive Order, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (d) No Company nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Loan Parties, no any agent, employee nor Affiliate or other person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit Loan Parties, none of its Affiliates or employeesAffiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act.”) (b) No Company, none of its directors or officers, and to the knowledge of the Credit Loan Parties, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Company acting or benefiting solely in such capacity in connection with the BorrowingsCredit Extensions, is a person with whom dealings are restricted or prohibited under any Sanctions Laws, either by (i) being designated on a sanctions list or for being owned or controlled by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) or (ii) being is included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered of Persons issued by any other OFAC or the Sanctions Authority provided at its official website or any replacement website or other replacement official publication of such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”)list; no Company is in violation of any U.S. or other applicable Sanctions Lawssanctions; and the Borrower will not directly or indirectly use the proceeds of the Borrowings or lend, contribute Credit Extensions or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws U.S. sanctions administered by OFAC or any other applicable Sanctions AuthorityOFAC, in each case if such activities as would result in a violation of applicable Sanctions Laws by any party to this AgreementU.S. sanctions. (c) No Company and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the BorrowingsCredit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b3.22(b) or Section 8.196.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities as would result in a violation of Sanctions Laws. (d) No Company nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Loan Parties, no any agent, employee nor Affiliate of any Companyor Affiliate, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any material unlawful contribution, gift, entertainment or other material unlawful expenses relating to political activity or to influence official action, (ii) made or taken an act in furtherance of any material unlawful payment to any foreign or domestic government official or employeeemployee from corporate funds, (iii) made any material unlawful bribe or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years since July 1, 2009 engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”) or the UKBA or (v) used the proceeds of any Term Loans in a manner or for a purpose prohibited by any Anti-Corruption Lawsthe FCPA. The Borrower (x) has Companies have instituted and maintains maintain policies and procedures designed to ensure ensure, and which are reasonably expected to continue to ensure, compliance by each Company with the foregoing and (y) has therewith. The Companies have and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No To the knowledge of any Loan Party, no Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Lawsthe FCPA or UKBA, and, to the knowledge of any Credit Loan Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, and its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none Group Company and no Affiliate of its directors or officers, any Group Company and, to the knowledge of the Credit PartiesGroup Companies, none of its Affiliates or employeesagents, is in violation of any Legal Requirements requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorist FinancingBlocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001 (the “Executive Order”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the PATRIOT Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959) (also known as the “Bank Secrecy Act”), any of the foreign assets control regulations administered by the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or the Part II.1 of the Criminal Code (Canada) (to the extent applicable), or any other applicable requirement of Law relating to economic or financial sanctions or trade embargoes or export controls (“Sanctions or Export Controls”) imposed, administered or enforced from time to time by the U.S. government, including those administered by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”), the U.S. Department of State or by any other relevant sanctions or export control authority. (b) No CompanyGroup Company and no Affiliate of any Group Company nor any of their respective directors, none of its directors or officersofficers and employees and, and to the knowledge of the Credit Loan Parties, no Affiliate, employee or broker or other agent of any Group Company, where such broker or agent is acting or benefiting solely in such capacity in connection with any of the Borrowings, is following (a person with whom dealings are restricted or prohibited under any Sanctions Laws, either by “Restricted Party”): (i) being designated on a sanctions list Person that is listed in the annex to, or for being is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)by, or (ii) being included acting for or on behalf of, any Person that is listed in the Specially Designated Nationals and Blocked Persons List maintained by OFAC annex to, or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or is otherwise subject to the provisions of, the Executive Order; (iii) being locateda Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, organized threatens or resident conspires to commit or supports “terrorism” as defined in the Executive Order; (v) an Embargoed Person or a country or territory Person listed on any other list maintained by the U.S. government to the extent transactions with that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is Person would be in violation of Sanctions or Export Controls; or (vi) a Person or entity who is affiliated with, including any U.S. Person owned or other applicable Sanctions Laws; and the controlled by, a Person or entity listed above. (c) The Borrower will not directly or indirectly use the proceeds of the Borrowings or lend, contribute Loans or otherwise make available such proceeds to any person, Person described in Section 5.22(b)(i)-(vi) for the purpose of financing the activities of such Person currently subject to any person with whom dealings are restricted or prohibited under any Sanctions Laws U.S. sanctions administered by OFAC or any other applicable Sanctions AuthorityOFAC, in each case if such activities would result in a violation of applicable Sanctions Laws use or transfer violates U.S. sanctions administered by any party to this AgreementOFAC. (cd) No Group Company and no Affiliate of any Group Company nor any of their respective directors, officers and employees and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Group Company acting solely in any such capacity in connection with the Borrowings, Loans (i) conducts any unauthorized business or engages in making or receiving any contribution of funds, goods or services without required U.S. government authorization to or for the benefit of any person Person described in Section 6.20(b) or Section 8.195.22(b), (ii) deals in, or otherwise engages in any unauthorized transaction relating to, any property or interests in property blocked pursuant to any executive order the Executive Order or any laws or regulations administered and enforced by any Sanctions Authority, other Governmental Authority or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (de) No Group Company and no Affiliate of any Group Company nor any director or officer of any Companytheir respective directors, officers and employees, nor to the knowledge of the Credit Loan Parties, no any Affiliate, agent, director, officer, employee nor Affiliate or other person acting, directly or indirectly, on behalf of any Group Company, has, in the course of its actions for, or on behalf of, any Group Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA or other applicable anti-corruption law; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none Neither Bermuda Holdings nor any of its directors or officers, and, to the knowledge of the Credit Parties, none of its Affiliates or employees, Subsidiaries is in violation of any Legal Requirements Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company, none Neither Bermuda Holdings nor any of its directors Subsidiaries is any of the following: (i) a person that is listed in the annex to, or officers, and is otherwise subject to the knowledge of provisions of, the Credit PartiesExecutive Order; (ii) a person owned or controlled by, no Affiliateor acting for or on behalf of, employee any person that is listed in the annex to, or broker or other agent of any Companyis otherwise subject to the provisions of, where such broker or agent is acting or benefiting solely in such capacity in connection with the Borrowings, is Executive Order; (iii) a person with whom dealings are restricted which any Lender is prohibited from dealing or prohibited under otherwise engaging in any Sanctions Lawstransaction by any Anti-Terrorism Law; (iv) a person that commits, either by threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (iv) being a person that is named as a “specially designated national and blocked person” on a sanctions the most current list or for being owned or controlled by such designated person, including U.S. sanctions administered published by the U.S. Treasury Department Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC at its official website or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. replacement website or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds replacement official publication of the Borrowings or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreementlist. (c) No Company and, to the knowledge Neither Bermuda Holdings nor any of the Credit Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Borrowings, its Subsidiaries (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b) or Section 8.19subsection 4.19(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authoritythe Executive Order, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (d) No Company Neither Bermuda Holdings nor any of its Subsidiaries, nor any director or officer of any Company, and to the knowledge of the Credit Parties, no agent, employee nor Affiliate of any Companythereof, has, in the course of its actions for, or on behalf of, any CompanyBermuda Holdings or its Subsidiaries, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit Loan Parties, none of its Affiliates or employeesAffiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act.”) (b) No Company, none of its directors or officers, and to the knowledge of the Credit Loan Parties, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Company acting or benefiting solely in such capacity in connection with the BorrowingsCredit Extensions, is a person with whom dealings are restricted or prohibited under any Sanctions Laws, either by (i) being designated on a sanctions list or for being owned or controlled by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) or (ii) being is included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered of Persons issued by any other OFAC or the Sanctions Authority provided at its official website or any replacement website or other replacement official publication of such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”)list; no Company is in violation of any U.S. or other applicable Sanctions Lawssanctions ; and the Borrower Borrowers will not directly or indirectly use the proceeds of the Borrowings or lend, contribute Credit Extensions or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws U.S. sanctions administered by OFAC or any other applicable Sanctions AuthorityOFAC, in each case if such activities as would result in a violation of applicable Sanctions Laws by any party to this AgreementU.S. sanctions. (c) No Company and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the BorrowingsCredit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b3.22(b) or Section 8.196.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities as would result in a violation of Sanctions Laws. (d) No Company nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Loan Parties, no any agent, employee nor Affiliate of any Companyor Affiliate, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any material unlawful contribution, gift, entertainment or other material unlawful expenses relating to political activity or to influence official action, (ii) made or taken an act in furtherance of any material unlawful payment to any foreign or domestic government official or employeeemployee from corporate funds, (iii) made any material unlawful bribe or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years since July 1, 2009 engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”) or the UKBA or (v) used the proceeds of any Loans or any Letter of Credit in a manner or for a purpose prohibited by any Anti-Corruption Lawsthe FCPA. The Borrower (x) has Companies have instituted and maintains maintain policies and procedures designed to ensure ensure, and which are reasonably expected to continue to ensure, compliance by each Company with the foregoing and (y) has therewith. The Companies have and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No To the knowledge of any Loan Party, no Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Lawsthe FCPA or UKBA, and, to the knowledge of any Credit Loan Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, and its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Consolidated Party and, to the knowledge of the Credit Partieseach Consolidated Party, none of its Affiliates or employees, is in violation of, or shall use any proceeds of the Loans or the Letters of Credit in violation of, any Legal Requirements Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company, none of its directors or officers, Consolidated Party and to the knowledge of the Credit Partieseach Consolidated Party, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Consolidated Party acting or benefiting solely in such any capacity in connection with the BorrowingsCredit Extensions, is a person with whom dealings are restricted or prohibited under currently subject to any Sanctions LawsU.S. sanctions, either by (i) being designated on a sanctions list or for being owned or controlled by such designated personincluding, including U.S. sanctions without limitation, those administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds of the Borrowings Loans or lend, contribute the Letters of Credit or otherwise make available such proceeds to any personPerson, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under Person subject to any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this AgreementU.S. sanctions. (c) No Company Consolidated Party and, to the knowledge of the Credit Partieseach Consolidated Party, no directors, officers, Affiliate or broker or other agent of any Company Consolidated Party acting solely in any such capacity in connection with the Borrowings, Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 6.20(b) or Section 8.196.28(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or frozen pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authoritythe Executive Order, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (d) No Company Consolidated Party nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Partiesany Consolidated Party, no any agent, employee nor Affiliate or other Person acting, directly or indirectly, on behalf of any CompanyConsolidated Party, has, in the course of its actions for, or on behalf of, any CompanyConsolidated Party, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none Neither Bermuda Holdings nor any of its directors or officers, and, to the knowledge of the Credit Parties, none of its Affiliates or employees, Subsidiaries is in violation of any Legal Requirements Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107- 56 (the “Patriot Act”). (b) No Company, none Neither Bermuda Holdings nor any of its directors Subsidiaries is any of the following: (i) a person that is listed in the annex to, or officers, and is otherwise subject to the knowledge of provisions of, the Credit PartiesExecutive Order; (ii) a person owned or controlled by, no Affiliateor acting for or on behalf of, employee any person that is listed in the annex to, or broker or other agent of any Companyis otherwise subject to the provisions of, where such broker or agent is acting or benefiting solely in such capacity in connection with the Borrowings, is Executive Order; (iii) a person with whom dealings are restricted which any Lender is prohibited from dealing or prohibited under otherwise engaging in any Sanctions Lawstransaction by any Anti-Terrorism Law; (iv) a person that commits, either by threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (iv) being a person that is named as a “specially designated national and blocked person” on a sanctions the most current list or for being owned or controlled by such designated person, including U.S. sanctions administered published by the U.S. Treasury Department Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC at its official website or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. replacement website or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds replacement official publication of the Borrowings or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreementlist. (c) No Company and, to the knowledge Neither Bermuda Holdings nor any of the Credit Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Borrowings, its Subsidiaries (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b) or Section 8.19subsection 4.19(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authoritythe Executive Order, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (d) No Company Neither Bermuda Holdings nor any of its Subsidiaries, nor any director or officer of any Company, and to the knowledge of the Credit Parties, no agent, employee nor Affiliate of any Companythereof, has, in the course of its actions for, or on behalf of, any CompanyBermuda Holdings or its Subsidiaries, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit PartiesCompanies, none of its Affiliates or employees, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company, none of its directors or officers, Company and to the knowledge of the Credit PartiesCompanies, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Company acting or benefiting solely in such any capacity in connection with the BorrowingsCredit Extensions is any of the following: (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person with whom dealings are restricted which any Lender is prohibited from dealing or prohibited under otherwise engaging in any Sanctions Lawstransaction by any Anti-Terrorism Law; (iv) a person that commits, either by threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (iv) being a person that is named as a “specially designated national and blocked person” on a sanctions the most current list or for being owned or controlled by such designated person, including U.S. sanctions administered published by the U.S. Treasury Department Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC at its official website or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. replacement website or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds replacement official publication of the Borrowings or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreementlist. (c) No Company and, to the knowledge of the Credit PartiesCompanies, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Borrowings, Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b) or Section 8.193.22(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authoritythe Executive Order, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (d) No Company nor any director or officer officer, nor to the knowledge of any Company, and to the knowledge of the Credit Parties, no any agent, employee nor Affiliate or other person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any the Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company, none of its directors or officers, Company and, to the knowledge of the Credit Loan Parties, none of its Affiliates or employees, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company, none of its directors or officers, Company and to the knowledge of the Credit Loan Parties, no Affiliate, employee Affiliate or broker or other agent of any Company, where such broker or agent is Loan Party acting or benefiting solely in such any capacity in connection with the BorrowingsCredit Extensions is any of the following: (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person with whom dealings are restricted which any Lender is prohibited from dealing or prohibited under otherwise engaging in any Sanctions Lawstransaction by any Anti-Terrorism Law; (iv) a person that commits, either by threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (iv) being a person that is named as a “specially designated national and blocked person” on a sanctions the most current list or for being owned or controlled by such designated person, including U.S. sanctions administered published by the U.S. Treasury Department Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC at its official website or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Law broadly prohibiting dealings with such government, country, or territory (a “Sanctioned Country”); no Company is in violation of any U.S. replacement website or other applicable Sanctions Laws; and the Borrower will not directly or indirectly use the proceeds replacement official publication of the Borrowings or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreementlist. (c) No Company and, to the knowledge of the Credit Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Borrowings, Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 6.20(b) or Section 8.193.22(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authoritythe Executive Order, or (iii) engages in or 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-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 6.20(c) if such activities would result in a violation of Sanctions LawsLaw. (d) No Company nor any director or officer of any Companyofficer, and nor to the knowledge of the Credit Loan Parties, no any agent, employee nor Affiliate or other person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly, in violation of applicable Anti-Corruption Laws indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action, activity; (ii) made any direct or taken an act in furtherance of any indirect unlawful payment to any foreign or domestic government official or employee, employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee, (iv) is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Laws or (v) used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws. The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Credit Party, no such investigation, inquiry, or proceedings have been threatened or are pending. (e) Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 5 years and is in compliance with Sanctions Laws.