Common use of No Unlawful Payments Clause in Contracts

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither neither the Company Issuer nor any member of its subsidiaries, the Group nor any directordirector or officer of, officer or employee of the Company or any of its subsidiaries nor, to the best of the knowledge of the CompanyIssuer (after due and careful enquiry), any employee, agent, affiliate of or other person associated with or acting on behalf of the Company Issuer or any member of its subsidiaries has the Group, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act act, in violation of any applicable anti-bribery or anti-corruption law or regulation, in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organizationorganisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated is aware of or is has taken any action, directly or indirectly, that would result in a violation of any provision by such persons of the FCPA or Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw or regulation; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company Issuer and its subsidiaries, any affiliate under the control every member of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries Group have conducted their respective businesses in compliance with the FCPA and any other similar applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensureensure compliance with, and which are reasonably expected to continue to ensureprevent violation of, continued compliance with all applicable anti-bribery such laws, rules and anti-corruption laws.regulations;

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company or any of its subsidiaries noror, to the knowledge of the Company, any agentdirector, officer, employee or affiliate of the Company or any of its subsidiaries or any agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled -controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption lawlaw (“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control . None of the Company or any of its subsidiaries andwill use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to the Company’s knowledge, any affiliate not under control person in violation of the any applicable Anti-Corruption Laws. The Company or any of and its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariessubsidiaries or controlled affiliates, nor any directordirector or officer of the Company, officer nor, to the Company’s knowledge, any employee, agent or employee representative of the Company or of any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or controlled affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries or controlled affiliates, has (i) used taken (or has any corporate funds for plans to take) any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts, unlawful contribution, or anything else of value, directly or indirectly, to any foreign or domestic “government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage for the Company or its subsidiaries; (iiiii) has violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iviii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and controlled affiliates have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws and have instituted and are maintaining (and have no present or currently foreseeable intent to discontinue) policies and procedures designed to promote and achieve compliance with such laws.

No Unlawful Payments. Neither the Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor to the knowledge of the Company any affiliate, director, officer or employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its Xxxxxxxx Xxxx and their subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Selling Stockholder nor any of its subsidiaries, nor any director, director or officer or employee of the Company Selling Stockholder or any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanySelling Stockholder, any employee of the Selling Stockholder or any of its subsidiaries, nor any agent, affiliate or other person associated with acting for or acting on behalf of the Company Selling Stockholder or any of its subsidiaries subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Selling Stockholder and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws, and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Securities or the Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable anti-bribery and anti-corruption laws. The Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, director or officer or employee of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any employee of the Company or any of its subsidiaries, any agent, affiliate or other person associated with acting for or acting on behalf of the Company or any of its subsidiaries subsidiaries, in their capacity as such, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including Improper Solicitation and Graft Act of Korea and Criminal Act of Korea; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. The Company will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that will result in a violation by any person (including any person participating in the transaction (whether as underwriter, advisor, investor or otherwise)) of applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Carvana Parties or any of its subsidiaries their respective subsidiaries, nor, to the knowledge of the CompanyCarvana Parties, any agent, manager, employee, affiliate or other person associated with or acting on behalf of the Company Carvana Parties or any of its their respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Carvana Parties and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries Subsidiaries nor, to the knowledge of the Company’s Knowledge, any agent, affiliate or other person or entity associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; laws, or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither neither the Company nor any of its subsidiariesCompany, nor any directormember of the Group, nor any director or officer or employee of, nor to the best knowledge of the Company or any of its subsidiaries nor, to the knowledge of the Company(after due and careful enquiry), any employee, agent, affiliate of or other person associated with or acting on behalf of the Company or any member of its subsidiaries has the Group, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organizationorganisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated is aware of or is has taken any action, directly or indirectly, that would result in a violation of any provision by such persons of the FCPA or Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; law or regulation or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company Issuer and its subsidiaries, any affiliate under the control every member of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have Group has conducted their respective businesses in compliance with the FCPA and any other similar applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensureensure continued compliance with, and which are reasonably expected to continue to ensureprevent violation of, continued compliance with all applicable anti-bribery such laws, rules and anti-corruption laws.regulations;

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries or controlled affiliates nor, to the knowledge of the Company, any agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken or will make or take an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) has violated or is will be in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed or will commit an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption and anti-bribery laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery such laws and anti-corruption lawswith the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company or Company, any of its subsidiaries noror any of their respective directors, officers or employees or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has has, in the past five years, (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw (“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Company will comply with Anti-Corruption Laws and will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, in any manner that will result in a violation of Anti-Corruption Laws. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither None of the Company nor TWFG Parties, any of its subsidiariestheir respective subsidiaries or affiliates, nor any director, director or officer or employee of the Company any TWFG Party or any of its their respective subsidiaries noror affiliates, to the knowledge of the CompanyTWFG Parties, any employee, agent, affiliate representative or other person associated with or and, in each case, acting on behalf of the Company any TWFG Party or any of its their respective subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law or regulation implementing (including, to the extent applicable, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption lawKingdom); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . Each TWFG Party and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the TWFG Parties or any of their respective subsidiaries or affiliates will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariesCompany, nor any director, officer or employee of the Company Operating Partnership or any of its subsidiaries the Subsidiaries nor any director or officer of the Company, the Operating Partnership or any of the Subsidiaries nor, to the knowledge of the CompanyTransaction Entities, any agent, employee, affiliate or other person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and . Neither the Company and its subsidiariesCompany, any affiliate under the control of the Company Operating Partnership or any of its subsidiaries andthe Subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company, the Company’s knowledge, any affiliate not under control of Operating Partnership and the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariesControlled Entities, nor any director, officer supervisor, officer, manager or employee of the Company or any of its subsidiaries Controlled Entities, nor, to the knowledge of the Company, any agentrepresentative, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any applicable law, rule or regulation of the Cayman Islands, PRC or Hong Kong, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Controlled Entities have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce adequate policies and procedures that are designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Selling Stockholder nor any of its subsidiaries, nor nor, to the knowledge of the Selling Stockholder, any director, officer or employee of the Company Selling Stockholder or any of its subsidiaries nor, to the knowledge of the Company, or any agent, affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and . Neither the Company and Selling Stockholder nor any of its subsidiaries, any affiliate under directors, officers or employees will use, directly or indirectly, the control proceeds of the Company offering of the Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Selling Stockholder and its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agenttheir respective directors, affiliate officers, employees, agents, affiliates or other person persons associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested made or taken an act in furtherance of an offer, promise or authorization of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; , with the exception of violations of Anti-Corruption Laws and the Company and its subsidiaries, any affiliate under the control actions in furtherance of any unlawful bribe or unlawful benefit (x) that do not involve any executive officer or similar member of senior management of the Company or any of its subsidiaries andand do not represent a systematic failure of compliance controls, (y) with respect to the Company’s knowledge, any affiliate not under control of which the Company or any such subsidiary has taken or is diligently taking steps to cure such violations and (z) which would not reasonably be expected to have a Material Adverse Effect or result in a violation of the Anti-Corruption Laws by the Underwriters. The Company and its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither None of the Company nor SDH Parties, any of its their respective subsidiaries, nor any director, officer or employee employee, of the Company any SDH Party or any of its their respective subsidiaries noror, to the knowledge of the CompanySDH Parties, any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company any SDH Party or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . Each SDH Party and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the SDH Parties or any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any each of its subsidiaries, Subsidiaries nor any director, officer officer, or employee of the Company or any each of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person or entity associated with or acting on behalf of the Company or any each of its subsidiaries Subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the FCPA Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; laws, or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any each of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither (i) None of the Company nor any of or its subsidiariessubsidiaries or controlled affiliates, nor or any director, officer or employee thereof, or, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries noror controlled affiliates, to the knowledge of the Company, has taken any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign government official (including any officer or domestic employee of a government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; ) (iii“Government Official”) violated or is in order to improperly influence official action in violation of, to the extent applicable to the Company or its subsidiaries, the U.S. Foreign Corrupt Practices Act of any provision of the FCPA 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act of 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, the “Anti-Corruption Laws”); or (ivii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and controlled affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain instituted and enforce, maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all applicable antisuch laws and with the representations and warranties contained herein; and (iii) neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value, to any person in violation of the Anti-bribery and anti-corruption Corruption laws.

No Unlawful Payments. Neither Since January 1, 2011, neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employeeemployee from corporate funds, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw in any jurisdictions where the Company or any of its subsidiaries conducts business; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the The Company nor any of its subsidiaries, nor or any director, officer or employee of the Company or any of its subsidiaries noror, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has not (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and has conducted its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have has instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representations and warranties contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, director or officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization or approval of any direct payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action in violation of any applicable anti-corruption laws, or to any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any applicable anti-corruption laws, including any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Parent Guarantor nor any of its subsidiaries, nor any director, officer or employee of the Company Parent Guarantor or any of its subsidiaries nor, to the knowledge of the CompanyCompany and the Parent Guarantor, any agent, affiliate or other person associated with or acting on behalf of the Company Parent Guarantor or any of its subsidiaries has violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”), nor have any of the foregoing: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and , in each case of (i), (ii), or (iii) to the Company extent that such conduct violates the applicable Anti-Corruption Laws. The Parent Guarantor and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company Selling Stockholder nor any of its subsidiaries, nor any director, officer or employee of the Company Selling Stockholder or any of its subsidiaries nor, to the knowledge of the CompanySelling Stockholder, any agent, affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has subsidiaries, (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . The Selling Stockholder and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries andif any, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither neither the Company nor any of its subsidiariesCompany, nor any directormember of the Group, nor any director or officer or employee of, nor to the best knowledge of the Company or any of its subsidiaries nor, to the knowledge of the Company(after due and careful enquiry), any employee, agent, affiliate of or other person associated with or acting on behalf of the Company or any member of its subsidiaries has the Group, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken an act in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organizationorganisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated is aware of or is has taken any action, directly or indirectly, that would result in a violation of any provision by such persons of the FCPA or Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; law or regulation or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company Issuer and its subsidiaries, any affiliate under the control every member of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have Group has conducted their respective businesses in compliance with the FCPA and any other similar applicable anti-bribery or anti-corruption law or regulation of any such other jurisdiction and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensureensure continued compliance with, and which are reasonably expected to continue to ensureprevent violation of, continued compliance with all applicable anti-bribery such laws, rules and anti-corruption laws.regulations;

No Unlawful Payments. Neither the Company nor any of its subsidiariesSubsidiaries, nor any directordirector or officer, officer or employee nor, to the knowledge of the Company or any of its subsidiaries nor, to the knowledge of the CompanySubsidiaries, any agentemployee, affiliate or agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries Subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the , to any Governmental Official or other person or entity. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries Subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of Company, its subsidiaries affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (each, a “Government Official”); (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw of any other relevant jurisdiction; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries, nor or any director, officer officer, affiliate, or employee of the Company or any of its subsidiaries noror, to the knowledge of the Company, any agent, affiliate representative, or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization or approval of any direct or indirect unlawful payment of money, property, gifts, any benefit, or benefit anything of value to any foreign or domestic government or regulatory official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any each of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain instituted and enforce, maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all such laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and or anti-corruption laws.

No Unlawful Payments. Neither of the Company Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Transaction Parties or any of its their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, or any employee of the Transaction Parties or any of their respective subsidiaries, any agent, affiliate or other person associated with or acting on behalf of the Company Transaction Parties or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiariessubsidiaries will not use, any affiliate under directly or indirectly, the control proceeds of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control offering of the Company Shares hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of its any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge (i) None of the Company, its Subsidiary or their controlled affiliates, or any agentsupervisory board member, affiliate management board member, officer, or other person associated with employee thereof, or, to the Company’s knowledge, any agent or acting on behalf representative of the Company Company, its Subsidiary or any of its subsidiaries their controlled affiliates, has (i) used taken or will take any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign government official (including any officer or domestic employee of a government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated in order to influence official action, or is to any person in violation of any provision applicable anti-corruption laws; (ii) the Company, its Subsidiary and their controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have not violated and are not in violation of applicable anti-corruption laws, including but not limited to the FCPA or Foreign Corrupt Practices Act of 1977, as amended, and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (iii) the Company, or its Subsidiary and their controlled affiliates have not committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, Articles 432-11 et seq., 433-1 and 433-2, 433-22 to 433-25, 435-1 et seq. and 445-1 et seq. of the French Criminal Code, or any applicable anti-corruption laws, rules, or regulations of the European Union or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act jurisdiction in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and which the Company and its subsidiaries, any affiliate under the control of Subsidiary conduct business; (iv) the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA has instituted and have instituted, maintain and enforce, maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all such laws and with the representations and warranties contained herein and (v) neither the Company nor its Subsidiary will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiariessubsidiaries or, to the knowledge of the Company, any of the Acquired Companies, nor any director, officer or employee of the Company or Company, any of its subsidiaries or, to the knowledge of the Company, any of the Acquired Companies nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or Company, any of its subsidiaries or any of the Acquired Companies has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries. The Company, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of its subsidiaries have conducted their respective businesses in compliance with Company, the FCPA and Acquired Companies have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor Company, the Operating Partnership or any of its their respective subsidiaries, nor any director, officer or employee of the Company Company, the Operating Partnership or any of its subsidiaries their respective subsidiaries, nor, to the knowledge of the Company, the Operating Partnership or any of their respective subsidiaries, any agent, affiliate or other person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Company, the Operating Partnership and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or when acting on behalf of the Company or any of its subsidiaries subsidiaries, or controlled affiliate thereof has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision the Foreign Corrupt Practices Act of 1977, as amended, or the FCPA or any applicable law or regulation implementing rules and regulations thereunder (“FCPA”), the OECD Convention on Combating Bribery U.K. Xxxxxxx Xxx 0000, the Canadian Corruption of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Act or any other applicable anti-bribery corruption or anti-corruption lawbribery statute or regulation of any jurisdiction in which the Company or any of its subsidiaries operate (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the , in each case if such would result in a violation of any Anti-Corruption Laws. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable antithe Anti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor to the knowledge of the Company any affiliate, director, officer or employee of the Company or Xxxxxxxx Xxxx or their subsidiaries nor any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or any of its their subsidiaries has (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its Xxxxxxxx Xxxx and their subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor Xxxxxxxx Xxxx, nor any of their subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Carvana Parties or any of its subsidiaries their respective subsidiaries, nor, to the knowledge of the CompanyCarvana Parties, any agent, manager, employee, affiliate or other person associated with or acting on behalf of the Company Carvana Parties or any of its their respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Carvana Parties and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor such Selling Stockholder nor, if applicable, any of its subsidiaries, nor any director, officer or employee of the Company such Selling Stockholder or any of its subsidiaries nor, to the knowledge of the Companysuch Selling Stockholder, any agent, affiliate or other person associated with or acting on behalf of the Company such Selling Stockholder or any of its subsidiaries has subsidiaries, if any (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . If an entity, such Selling Stockholder and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries andif any, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company or any of its subsidiaries norSubsidiaries or any director, officer, employee or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf agent of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable law, regulation, order, decree, or directive having the force of law relating to anti-bribery or anti-corruption law(collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoffkickback, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain maintain, and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antithe Anti-bribery Corruption Laws; and antithe Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization or approval of the payment or giving of money, or anything else of value, to any person in violation of the Anti-corruption laws.Corruption Laws;

No Unlawful Payments. Neither the Company Company, XXXX XX nor any of its subsidiariestheir subsidiaries or affiliates, nor any directordirector or officer, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, XXXX XX or any of their subsidiaries, any agent, affiliate employee or other person associated with or acting on behalf of the Company Company, XXXX XX or of any of its their subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Government Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the any Government Official or other person or entity. The Company’s knowledge, any affiliate not under control of the Company or any of its XXXX XX and their subsidiaries and affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has subsidiaries, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (ii) made taken any action, directly or taken an act indirectly that would result in furtherance a violation by such persons of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption laws or (iviii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; benefit and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of Company, its subsidiaries affiliates have conducted their respective businesses in compliance with the FCPA all applicable anti-bribery and anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption lawstherewith.

No Unlawful Payments. Neither (A) the Company nor any of its subsidiariesthe guarantors under the Senior Secured Credit Agreement (as defined in the Prospectus), nor (B) to the knowledge of the Company, any other subsidiary of the Company or any director, officer officer, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, nor any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company Parties, Indigo Resources nor any of its subsidiaries, any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, or any agent, affiliate or other person associated with or acting on behalf of the Company or Company, any of its subsidiaries and, to the knowledge of the Company Parties, Indigo Resources or its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries. The Company, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of Parties, Indigo Resources and its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, any applicable provision of the Xxxxxxx Xxx 0000 of the United Kingdom, any provision of the Brazilian Anticorruption Law (Federal Laws No. 12,846/2013 and 8,429/1992) and Brazilian Decree 8,420/2015, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Partnership Entities or its affiliates or any of its subsidiariesthe Subsidiaries, nor to the knowledge of the Partnership, any director, officer or employee of any of the Company Partnership Entities or any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries or any agent, affiliate representative or other person associated with or acting on behalf of any of the Company Partnership Entities or any of its subsidiaries the Subsidiaries has (i) used any corporate funds for any unlawful contribution, giftgifts or anything else of value, entertainment or other unlawful expense expense, directly or indirectly, relating to political activityactivity or in order to influence official action; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Partnership Entities and the Company Subsidiaries have instituted and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Company, the Guarantor nor any of its subsidiariestheir respective Subsidiaries, nor any directordirector or officer of the Company, officer the Guarantor or employee any of their respective Subsidiaries nor, to the best knowledge of the Company or any of its subsidiaries nor, to the knowledge of the CompanyGuarantor, any employee, agent, affiliate or other person associated with or acting on behalf of the Company Company, the Guarantor or any of its subsidiaries their respective Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (including, without limitation, the Brazilian Penal Code, the Brazilian Law No. 12,846/2013 and the Brazilian Decree No. 8,420/2015), each as amended from time to time; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Company and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Guarantor have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws, and these policies and procedures are also applicable to the Company and the Guarantor’s Subsidiaries.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, or officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would reasonably be expected to result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed the commission of an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.. (45)

No Unlawful Payments. Neither the Company Adviser nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company Adviser or any of its subsidiaries nor, to the knowledge of the CompanyAdviser, any agent, affiliate or other person associated with or acting on behalf of the Company Adviser or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Adviser and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and the Adviser and its subsidiaries will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Adviser nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company Adviser or any of its subsidiaries nor, to the knowledge of the CompanyAdviser, any agent, affiliate or other person associated with or acting on behalf of the Company Adviser or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Adviser and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and the Adviser and its subsidiaries will not cause the Company to use, directly or indirectly, the proceeds of the offering of the Securities in furtherance of any payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof) relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption lawlaw (collectively, “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA Anti-Corruption Laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and antiAnti-corruption lawsCorruption Laws. Neither the Company nor any of its Subsidiaries will use, directly or indirectly, the proceeds from the sale of the Securities hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws.

No Unlawful Payments. Neither Except as disclosed in the Registration Statement or Prospectus, neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries officer, nor, to the knowledge of the Company, any agentagent or employee of the Company or any of its Subsidiaries, affiliate affiliates or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated taken any action, directly or is indirectly, that would result in a violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries Subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of Company, its subsidiaries affiliates have conducted their respective businesses in compliance with the FCPA and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiariessubsidiaries or affiliates, nor any director, officer or employee employee, nor, to the knowledge of the Company or any of its subsidiaries nor, to the knowledge of the Companysubsidiaries, any agent, affiliate agent or other person associated with or acting on behalf of the Company or of any of its subsidiaries or affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the , to any Governmental Official or other person or entity. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither None of (x) the Company nor or any of its subsidiaries, nor (y) to the knowledge of the Company, any directordirectors, officer officers, employees, agents, controlled affiliates or employee other persons acting on behalf of the Company or any of its subsidiaries nor, or (z) to the knowledge of the Company, CrownRock or any agentof its subsidiaries, affiliate directors, officers, employees, agents, controlled affiliates or other person associated with or persons acting on behalf of the Company CrownRock or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under and to the control knowledge of the Company or any of Company, CrownRock and its subsidiaries andsubsidiaries, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any directordirector or officer, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, in each case acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering of Securities for the purpose of funding or facilitating offering, paying, promising to pay or authorizing the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariesControlled Entities, nor any director, officer or employee of the Company or any of its subsidiaries Controlled Entities, acting in their capacity as such, nor, to the knowledge of the Company, any representative, agent, affiliate or other person [associated with or or] acting on behalf of the Company or any of its subsidiaries Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any applicable law, rule or regulation of the Cayman Islands, the British Virgin Islands, the PRC, Hong Kong, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption law. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries Controlled Entities and affiliates have conducted their respective businesses business in compliance with the FCPA applicable anti-bribery and anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce adequate policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to anti-bribery or anti-corruption laws is pending or, to the knowledge of the Company, threatened.

No Unlawful Payments. Neither the Company nor any of its subsidiariesControlled Entities, nor any director, director or officer or employee of the Company or any of its subsidiaries Controlled Entities, acting in their capacity as such, nor, to the knowledge best of the Company’s knowledge, any employee, representative, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Controlled Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any applicable law, rule or regulation of the Cayman Islands, the British Virgin Islands, the PRC, Hong Kong, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption law. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries Controlled Entities and affiliates have conducted their respective businesses business in compliance with the FCPA applicable anti-bribery and anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce adequate policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to anti-bribery or anti-corruption laws is pending or, to the knowledge of the Company, threatened.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer directors or employee officers of the Company or any of its subsidiaries or controlled affiliates, nor, to the knowledge of the Company, any agent, affiliate employee of the Company or any of its subsidiaries or affiliates nor any agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken or will make or take an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and controlled affiliates have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representations and warranties contained in this Agreement.

No Unlawful Payments. Neither None of the Parent Guarantor, the Company nor any of its their subsidiaries, nor any director, officer or employee of the Parent Guarantor, the Company or any of its their subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of the Parent Guarantor, the Company or any of its their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government officialofficial or employee from corporate funds or, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977to their knowledge, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employeeany other funds, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and . The Parent Guarantor, the Company and its subsidiaries, any affiliate under the control of the Company or any of its their subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, owners, majority-owned affiliates, controlling persons nor any director, director or officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any employee, agent, non-majority-owned affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an any gift, offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any applicable provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and (v) neither the Company and its subsidiaries, any affiliate under the control of the Company or nor any of its subsidiaries andwill use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to the Company’s knowledge, any affiliate not under control person in violation of the any applicable anti-corruption laws. The Company or any of and its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA all applicable anti-bribery and anti-corruption laws, and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither neither the Company Issuer nor any other member of its subsidiaries, nor the Group or any director, officer officer, or to the best knowledge of the Issuer (after due and careful enquiry), any employee of the Company Issuer or any of its subsidiaries nor, to the knowledge other member of the CompanyGroup or, any agent, affiliate or other person associated with or acting on behalf of the Company Issuer or any other member of its subsidiaries the Group has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activityactivity or to influence official action; (ii) made or taken an act in furtherance of an offer, promise or authorization authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organizationorganisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or antiAnti-corruption lawCorruption Laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Issuer and the Company and its subsidiaries, any affiliate under the control every other member of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries Group have conducted their respective businesses in compliance with the FCPA and any other similar anti-bribery or anti-corruption law or regulation of any such other jurisdiction and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensureensure compliance with, and which are reasonably expected prevent violation of, such laws, rules and regulations. No court, arbitral body or government agency has threatened, commenced, settled or completed any litigation, arbitration, investigation or administrative, regulatory or criminal proceeding against the Issuer or any other member of the Group nor any director, officer, or employee of the Issuer or any other member of the Group nor, to continue the best knowledge of the Issuer (after due and careful enquiry), any agent, affiliate or other person associated with or acting on behalf of the Issuer or any other member of the Group, in relation to ensure, continued compliance with all applicable anti-bribery and Anti-Corruption Laws; The Issuer shall supply to the Investor, promptly upon becoming aware of them, the details of any threatened or pending litigation, arbitration or administrative, regulatory or criminal proceedings or investigation of or before any court, arbitral body or agency against the Issuer or any other member of the Group related to anti- bribery and corruption laws; the Issuer shall not, and shall ensure that neither them nor any other member of the Group shall not, directly or indirectly, use the transaction proceeds for any purpose that would breach any anti-bribery and corruption laws.law;

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company’s knowledge, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful payment or benefit or provision of anything of value, directly or indirectly, to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom (the “Bribery Act”) or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. The Company has designed and maintains policies and procedures relating to compliance with applicable anti-bribery and anti-corruption laws. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor any of its subsidiariesPartnership Entities, nor or any director, officer or employee of the Company or any of its subsidiaries northe Partnership Entities, and, to the knowledge of the CompanyPartnership Parties, any agentno agents, affiliate affiliates or other person persons associated with or acting on behalf of the Company or any of its subsidiaries has Partnership Entities have (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and . The Partnership Entities have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Parent Guarantor nor any of its subsidiaries, nor any director, officer or employee of the Company Parent Guarantor or any of its subsidiaries nor, to the knowledge of the CompanyCompany and the Parent Guarantor, any agent, affiliate or other person associated with or acting on behalf of the Company Parent Guarantor or any of its subsidiaries has violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the U.K. Xxxxxxx Xxx 0000, or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”), nor have any of the foregoing: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and , in each case of (i), (ii), or (iii) to the Company extent that such conduct violates the applicable Anti-Corruption Laws. The Parent Guarantor and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antiAnti-bribery and anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agentdirector, officer, employee, agent or controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption lawslaws applicable to the Company and its subsidiaries.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, director or officer or employee of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any employee of the Company or any of its subsidiaries or any agent, controlled affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used used, nor will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, nor will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated violated, will violate, or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaw (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken taken, nor will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses in compliance compliance, in all material respects, with the FCPA Anti-Corruption Laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antiAnti-bribery Corruption Laws and antiwith the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariessubsidiaries nor to the knowledge of the Company, nor any directortrustee, officer officer, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company Adviser nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company Adviser or any of its subsidiaries nor, to the knowledge of the CompanyAdviser, any agent, affiliate or other person associated with or acting on behalf of the Company Adviser or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Adviser and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and the Adviser and its subsidiaries will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither of the Company Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Transaction Parties or any of its their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, or employee of the Transaction Parties or any of their respective subsidiaries, any agent, affiliate or other person associated with or acting on behalf of the Company Transaction Parties or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiariessubsidiaries will not use, any affiliate under directly or indirectly, the control proceeds of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control offering of the Company Shares hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of its any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither Except as may be deemed to have occurred in connection with the matter described under “Summary—Recent developments—Resolution of previously disclosed FCPA investigation in China” and elsewhere in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any any, rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither of the Company Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Transaction Parties or any of its their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, or employee of the Transaction Parties or any of their respective subsidiaries, any agent, affiliate or other person associated with or acting on behalf of the Company Transaction Parties or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiariessubsidiaries will not use, any affiliate under directly or indirectly, the control proceeds of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control offering of the Company Shares hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of its any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries noror, to the knowledge of the Company, any director, officer, employee, agent, or affiliate of the Company or other person associated with or any of its subsidiaries, in each case acting on behalf of the Company or any of its subsidiaries (including any officer or employee of the Manager acting on behalf of the Company or any of its subsidiaries) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made taken or taken an act will take any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and , to any Government Official or other person or entity. To the extent required by applicable law, the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance comply with all applicable anti-bribery and anti-corruption laws and will continue to maintain these policies and procedures and conduct their business in a manner reasonably designed to comply with such laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company or any of its subsidiaries norSubsidiaries or any director, officer, employee or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf agent of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoffkickback, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain maintain, and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all the Anti-Corruption Laws; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither Except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package, (a) neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany after due inquiry, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has (i) used taken any corporate funds for action, directly or indirectly, that has resulted or would result in a violation by any unlawful contributionsuch person of the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-corruption or anti-bribery statute or regulation, including, without limitation, any offer, payment, promise to pay or authorization of the payment of any money or other property, gift, entertainment or other unlawful expense relating promise to political activity; (ii) made or taken an act in furtherance of an offer, promise give or authorization of any direct or indirect unlawful payment or benefit the giving of anything of value to any foreign or domestic government official, “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned foreign political party or controlled entity official thereof or of a public international organizationany candidate for foreign political office, or any person acting in an official capacity for offer, agreement, request or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and , in contravention of the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-corruption or anti-bribery statute or regulation, (b) the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of Company, its subsidiaries other affiliates have conducted their respective businesses in compliance with the FCPA FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-corruption or anti-bribery statute or regulation, and (c) the Company and its subsidiaries, and, to the knowledge of the Company, its other affiliates have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-bribery and corruption or anti-corruption lawsbribery statute or regulation except, in the case of clauses (a) and (b), where any such violation or noncompliance would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and benefit that would constitute a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote promote, detect, ensure and ensure, and which are reasonably expected to continue to ensure, continued remediate compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice from corporate funds; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the The Company nor any of its subsidiaries, nor or any director, officer or employee of the Company or any of its subsidiaries noror, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has not (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and has conducted its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have has instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company Carvana Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Carvana Parties or any of its subsidiaries their respective subsidiaries, nor, to the knowledge of the CompanyCarvana Parties, any agent, manager, employee, affiliate or other person associated with or acting on behalf of the Company Carvana Parties or any of its their respective subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Brxxxxx Xxx 0000 of xf the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Carvana Parties and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or any other person associated with Person authorized to act, or acting acting, on behalf of the Company or any Company Subsidiary, is aware of its subsidiaries or has (i) used taken any corporate funds for any unlawful contributionaction, giftdirectly or indirectly, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act that would result in furtherance a violation by such Persons of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPAForeign Corrupt Practices Act”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value, regardless of form, whether in money, property or services, to any “foreign official” (as such term is defined in the Foreign Corrupt Practices Act) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any foreign political party or party official thereof or any candidate for foreign political office; , (iiii) violated for the purpose of (A) influencing any act or is decision of any government official, candidate, party, campaign or other Person, (B) inducing such government official, candidate, party, campaign or other Person to do or omit to do any act in violation of a lawful duty, (C) obtaining or retaining business for or with any provision Person, (D) expediting or securing the performance of official acts of a routine nature or (E) otherwise securing any improper advantage, or (ii) in contravention of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe Corrupt Practices Act or other unlawful benefit, including, without limitation, any rebate, influence payment, payoff, kickback or other unlawful or improper payment or benefitLaw; and the Company and its subsidiariesCompany, any affiliate under the control of the Company or any of its subsidiaries Subsidiaries and, to the Company’s knowledge, any affiliate not under control the affiliates of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA Foreign Corrupt Practices Act or other applicable Law and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption lawstherewith.

No Unlawful Payments. Neither None of the Company nor any of its subsidiariesEclipse Entities, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, affiliate employee, Affiliate or other person associated with or representative acting on behalf of the Company or any of its subsidiaries has the Eclipse Entities: (i) has used any corporate funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity; (ii) made has made, taken or taken an act will take any action in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the unlawful payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” official or employee (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage for the Eclipse Entities; (iii) violated has made, offered, or taken an act in furtherance of any bribe, unlawful rebate, payoff, influence payment, property, gift, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation of any provision of the FCPA Xxxxxxx Xxx 0000 of the United Kingdom, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business TransactionsTransactions (“OECD Convention”), or committed an offence under the Xxxxxxx Xxx 0000 Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom or any other applicable anti-bribery or anti-corruption law; or rules and regulations thereunder (iv) madecollectively, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefitthe “FCPA”), including, without limitation, making use of the mails or any rebatemeans or instrumentality of interstate commerce corruptly in furtherance of an offer, influence payment, payoffpromise to pay or authorization of the payment of any money, kickback or other unlawful property, gift, promise to give, or improper payment or benefit; and the Company and its subsidiaries, any affiliate under the control authorization of the Company giving of anything of value to any “foreign official” (as such term is defined in the FCPA), including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company foregoing, in contravention of the FCPA or any applicable anti-bribery and anticorruption laws or regulations to which the Eclipse Entities or any director, officer, agent, employee, Affiliate or representative acting on behalf of its subsidiaries the Eclipse Entities is subject. The Eclipse Entities and their Affiliates have each conducted their respective businesses in compliance with the FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted, instituted and maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor such Selling Stockholder nor, if applicable, any of its subsidiaries, nor any director, officer or employee of the Company such Selling Stockholder or any of its subsidiaries nor, to the knowledge of the CompanySelling Stockholder, any agent, affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has subsidiaries, if any (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-anti- bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . If an entity, such Selling Stockholder and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries andif any, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.laws and with the representation and warranty contained herein. (j)

No Unlawful Payments. Neither the Company nor any of its subsidiariesSubsidiaries, nor any directordirector or officer or controlled Affiliate or, officer to the Knowledge of the Company, any non-controlled Affiliate or employee of the Company or any of its subsidiaries Subsidiaries nor, to the knowledge Knowledge of the CompanyCompany or any of its Subsidiaries, any agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has Subsidiaries has, in the last five years, (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-government- owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law Law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-anti- corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . The Company, its Subsidiaries and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries controlled Affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its Subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, Subsidiary nor any director, officer officer, or employee of the Company or any of its subsidiaries Subsidiary nor, to the knowledge of the Company, any agent, affiliate or other person or entity associated with or acting on behalf of the Company or its Subsidiary, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (A) the use of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the FCPA Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; laws, or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiary have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company Company, the Operating Partnership or any of its subsidiaries northe Subsidiaries or, to the knowledge of the Company, any trustee, director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Xxx 0000 Bribery Act of 2010 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Company, the Operating Partnership and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company or any of its subsidiaries norSubsidiaries or any director, officer, employee or, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf agent of the Company or any of its subsidiaries Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 Bribery Act 2010 of the United Kingdom Kingdom, or any other applicable law, regulation, order, decree, or directive having the force of law relating to anti-bribery or anti-corruption law(collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoffkickback, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Subsidiaries have instituted, maintain maintain, and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable antithe Anti-bribery Corruption Laws; and antithe Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization or approval of the payment or giving of money, or anything else of value, to any person in violation of the Anti-corruption lawsCorruption Laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor nor, to the knowledge of the Company, any director, officer officer, affiliate or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, or any agent, affiliate agent or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . The Company, its subsidiaries and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and controlled affiliates have instituted, maintain maintained and enforceenforced, and will intend to continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person, in each case, in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither of the Company Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director, director or officer or employee of the Company Transaction Parties or any of its their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, or any employee of the Transaction Parties or any of their respective subsidiaries, any agent, affiliate or other person associated with or acting on behalf of the Company Transaction Parties or any of its their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiariessubsidiaries will not use, any affiliate under directly or indirectly, the control proceeds of the offering of the Company Shares, if any, and Forward Shares, if any, hereunder in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit in violation of its any applicable anti-bribery or anti-corruption laws. The Transaction Parties and their subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person or entity associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (iA) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; , (iiiC) violated a violation by any such person or is in violation entity of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; laws, or (ivD) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, affiliate employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeemployee from corporate funds; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence offense under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; benefit (in each of clauses (i), (ii), (iii) and the (iv), with such exceptions as are not material). The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Xxx 0000 of the United Kingdom, each as may be amended, or any other applicable anti-bribery or anti-corruption law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, or officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCompany and each of the Guarantors, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would reasonably be expected to result in (i) used the use of any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made the making or taken taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in a violation by any such person of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed the commission of an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) madethe making, offeredoffering, agreedrequesting or taking of, requested or taken the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariesControlled Entities, nor any director, officer supervisor, officer, manager or employee of the Company or any of its subsidiaries Controlled Entities, nor, to the knowledge of the Company’s best knowledge, any agentrepresentative, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has Controlled Entities has, directly or indirectly, (i) used or authorized to use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the FCPA U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, the Prevention of Bribery Ordinance (Cap 201 of the Laws of Hong Kong) or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and or (v) will directly or indirectly use the proceeds of the offering of the Shares by the Company hereunder in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and Controlled Entities have instituted, maintain maintained and enforceenforced, and will continue to maintain and enforce, enforce adequate policies and procedures that are designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither Except as otherwise described in the Disclosure Documents, neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, affiliate, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate representative, or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment of money, any benefit, or benefit anything of value to any foreign or domestic government or regulatory official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any each of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain instituted and enforce, maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all such laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and or anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiariesSubsidiaries or Affiliated Entities, nor any director, officer or employee of the Company or any of its subsidiaries Subsidiaries or Affiliated Entities nor, to the best knowledge of the CompanyCompany and each of the Subsidiary Guarantors after due inquiry, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries or Affiliated Entities has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employeeemployee , including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA Subsidiaries and Affiliated Entities have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued provide assurance of compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither (A) the Company nor any of its subsidiariesthe guarantors under the New Senior Secured Credit Agreement (as defined in the Prospectus), nor (B) to the knowledge of the Company, any other subsidiary of the Company or any director, officer officer, or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, nor any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption lawlaws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer or employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, BNC, its subsidiaries, their directors, officers, employees, agents, affiliates or other person associated with or acting on behalf of BNC or any of its subsdiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control knowledge of the Company or any of Company, BNC and its subsidiaries have conducted their respective businesses in compliance with the FCPA and subsidiaries, have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee None of the Company or Carnival plc, nor any of its subsidiaries their respective subsidiaries, directors or officers nor, to the knowledge of the CompanyCompany and Carnival plc, any agent, employee, representative or affiliate or other person associated with or acting on behalf of the Company Company, Carnival plc or any of its their respective subsidiaries has has, nor will with proceeds from this offering be, (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, from corporate funds; (iii) violated or is in violation of any provision of the FCPA or U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx U.K. Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) mademade any bribe, offeredrebate, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebatepayoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; . The Company, Carnival plc and the Company and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses in compliance with the FCPA and subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither the Company nor such Selling Stockholder nor, if applicable, any of its subsidiaries, nor any director, officer or employee of the Company such Selling Stockholder or any of its subsidiaries nor, to the knowledge of the CompanySelling Stockholder, any agent, affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any of its subsidiaries has subsidiaries, if any (i) used has used, or will use, any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made or taken taken, or will make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or has violated, is in violation of of, or will violate any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the Company . If an entity, such Selling Stockholder and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries andif any, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption lawslaws and with the representation and warranty contained herein.

No Unlawful Payments. Neither the The Company nor any of its subsidiaries, nor or any director, officer or employee of the Company or any of its subsidiaries noror, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has not (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, payment, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and has conducted its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries have conducted their respective businesses business in compliance with the FCPA applicable anti-corruption laws and have has instituted, maintain and enforce, and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued ensure compliance with all applicable anti-bribery and anti-corruption laws and with the representations and warranties contained herein; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge (i) None of the Company, the Guarantor or their respective subsidiaries, or any agentdirector or officer thereof, affiliate or, to the Company’s or Guarantor’s knowledge, any affiliate, employee, agent or representative of, or other person associated with or acting on behalf of with, the Company Company, the Guarantor or any of its subsidiaries their respective subsidiaries, has (iA) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; , (iiB) made or made, taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct the payment, giving or indirect receipt of money, property, gifts, unlawful payment payment, benefit or benefit anything else of value, directly or indirectly, to any foreign or domestic government official, “foreign official” official (as defined in the U.S. Foreign Corrupt Practices Act including any officer or employee of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated in order to influence official action, or is to any person in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; laws or (ivC) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and (ii) the Company Guarantor and its subsidiaries, any affiliate under the control of the Company or any of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted and will conduct their respective businesses in compliance with all provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any other applicable anti-corruption laws, have not committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, and have instituted, maintain maintained and enforce, enforced and will continue to maintain and enforce, enforce policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all such laws and with the representations and warranties contained herein; and (iii) neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. Neither None of the Company nor Company, any of its subsidiaries, nor or any director, officer officer, affiliate, or employee of the Company or any of its subsidiaries noror, to the knowledge of the Company, any agent, affiliate representative, or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken taken, or will take, an act in furtherance of an offer, payment, promise or authorization or approval of any direct or indirect unlawful payment of money, property, gifts, any benefit, or benefit anything of value to any foreign or domestic government or regulatory official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)) officer or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the FCPA Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, payoff, kickback or other unlawful or improper payment or benefit; and the . The Company and its subsidiaries, any affiliate under the control of the Company or any each of its subsidiaries and, to the Company’s knowledge, any affiliate not under control of the Company or any of its subsidiaries and affiliates have conducted their respective businesses in compliance with the FCPA applicable anti-corruption laws and have instituted, maintain instituted and enforce, maintained and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure, and which are reasonably expected to continue to ensure, continued achieve compliance with all such laws and with the representations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and or anti-corruption laws.