Common use of OFAC; PATRIOT ACT and FCPA Clause in Contracts

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Person; and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person in violation of Sanctions. (b) To the extent applicable, each Loan Party is in compliance (i) in all material respects with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of the Borrower or any Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Person; and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person in violation of Sanctions. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, Act and the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of the Borrower or any Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person or in violation of Sanctionsany country subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in compliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in their capacity as agents for Holdings or any of its Subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Neither the Borrower or nor any of its Subsidiaries orSubsidiaries, nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent, employee or employee Affiliate of any of the foregoing is a Sanctioned Personcurrently subject to or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower and its Subsidiaries will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or Letters of Credit, or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person, or in violation any country or territory, that, at the time of Sanctionssuch financing, is subject to or the target of any U.S. sanctions administered by OFAC, except to the extent licensed by OFAC or otherwise permissible. (b) To the extent applicable, the Borrower and each Loan Party of its Subsidiaries is in compliance compliance, in all material respects, with the (i) in all material respects with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, Act and each of the foreign assets control regulations of the United States U.S. Treasury Department (31 CFR C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect“know your customer” and anti-money laundering rules and regulations, with all Sanctionsincluding the USA PATRIOT Act. (ci) Neither None of the Borrower nor Borrower, any of its Subsidiaries noror, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent, employee or employee Affiliate of any of the Borrower or any Subsidiaryforegoing, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”), including, without limitation, including making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower Authority and (ii) no part of the proceeds of any Loan or any Letter of Credit will not be used, directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds indirectly for any payments to any governmental government official or employee, political party, official of a political party, candidate for public office political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage advantage, in violation of the FCPA. The representations and warranties set forth in Section 3.17 3.19 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 3.19 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, compliance in all material respects, respects with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Top Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Top Borrower, any director, officer officer, agent, employee or employee Affiliate of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the no Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person in violation for the purpose of Sanctionsfinancing the activities of any Person subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither neither the Top Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Top Borrower, any director, officer officer, agent, employee or employee Affiliate of the Top Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Top Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Top Borrower, any director, officer officer, agent, employee or employee Affiliate of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the no Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person in violation for the purpose of Sanctionsfinancing the activities of any Person subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither neither the Top Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Top Borrower, any director, officer officer, agent, employee or employee Affiliate of the Top Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended 1977 (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any US sanctions administered by the Office of Foreign Assets Control of the US Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any US sanction administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither Holdings, the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of officer, agent (solely to the extent acting in its capacity as agents for Holdings, the Borrower or any of its subsidiaries) or employee of Holdings, the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. US Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable anti-corruption Requirement of Law of any applicable Governmental Authority, including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the applicable Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPAFCPA or any applicable anti-corruption Requirement of Law of any applicable Governmental Authority. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Person; and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person in violation of Sanctions. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, Act and the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of the Borrower or any Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any US sanctions administered by the Office of Foreign Assets Control of the US Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any US sanction administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither Holdings, the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of officer, agent (solely to the extent acting in its capacity as an agent for Holdings, the Borrower or any of its subsidiaries) or employee of Holdings, the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA FCPA; and any applicable anti-corruption Requirement of Law of any Governmental Authority. The (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any such representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for Holdings or any of its subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for the Borrower or any of its subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for the Borrower or any of its subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Top Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Top Borrower, any director, officer officer, agent, employee or employee Affiliate of any of the foregoing (A) is a person on the list of “Specially Designated Nationals and Blocked Persons,” (B) is currently the target of any Sanctions or (C) conducts any activity, business or other transaction in, or is resident or organized in, any Sanctioned PersonCountry unless otherwise authorized or approved by each relevant Sanctions Authority; and (ii) the no Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person Person, (A) for the purpose of funding, financing or facilitating the activities, business or transaction of or with any Person, or in any country, region, or territory that is, at the time of such funding, financing or facilitating, is subject of any Sanction, except to the extent licensed or otherwise approved by each applicable Sanctions Authority or (B) in any manner that would result in the violation of Sanctionsany Sanction applicable to any party hereto. (b) To the extent applicable, each Loan Party is Holdings, the Top Borrower and their respective subsidiaries are in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither Holdings, the Top Borrower nor any of its Subsidiaries their respective subsidiaries nor, to the knowledge of any Responsible Officer of the Top Borrower, any director, officer officer, Affiliate, agent or employee of the Top Borrower or any Subsidiary, subsidiary has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval applicable Anti-Corruption Law. No part of the payment proceeds of any moneyLoan or Letter of Credit will be used, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Top Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. any applicable Anti-Corruption Law. (d) The representations Top Borrower has implemented and warranties set forth maintains in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject effect policies and procedures designed to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, ensure compliance in all material respectsrespects by the Top Borrower, its subsidiaries and their respective directors, officers, employees and agents with any equivalent Requirement of Law relating to antiapplicable Anti-terrorism, anti-corruption, sanctions or anti-money laundering that is Corruption Laws and applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.U.S.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions, licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for the Borrower or any of its subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case case, in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth above in this Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in this Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or nor any of its Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personthe target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is the target of any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither neither the Borrower nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for Holdings or any of its subsidiaries) or employee of the Borrower or any Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower Holdings or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the BorrowerHoldings, any director, officer or employee of any of the foregoing is a Sanctioned Person; and (ii) the Borrower Holdings will not directly or, to the knowledge of any Responsible Officer of the BorrowerHoldings, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person in violation of Sanctions. (b) To the extent applicable, Holdings and each Loan Party Subsidiary is in compliance (i) in all material respects with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 Bxxxxxx Xxx 0000 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (c) Neither the Borrower Holdings nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the BorrowerHoldings, any director, officer or employee of the Borrower Holdings or any Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the BorrowerHoldings, indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower Holdings will not directly or, to the knowledge of any Responsible Officer of the BorrowerHoldings, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with applicable Sanctions and any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any US sanctions administered by the Office of Foreign Assets Control of the US Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any US sanction administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither Holdings, the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of officer, agent (solely to the extent acting in its capacity as agents for Holdings, the Borrower or any of its subsidiaries) or employee of Holdings, the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. US Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable anti-corruption Requirement of Law of any applicable Governmental Authority, including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the applicable Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPAFCPA or any applicable anti-corruption Requirement of Law of any applicable Governmental Authority. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of Holdings, the Borrower or Borrowers nor any of its Subsidiaries ortheir subsidiaries nor, to the knowledge of any Responsible Officer of the BorrowerBorrowers, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. or Canada sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any Governmental Authority of Canada; and (ii) the each Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. or Canada sanctions administered by OFAC or any Governmental Authority of Canada, except to the extent licensed or otherwise approved by OFAC or any Governmental Authority of Canada or in violation of Sanctionscompliance with applicable exemptions licenses or other approvals. (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, Act and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all SanctionsPCMLTF Act. (ci) Neither the Borrower Holdings nor any of its Subsidiaries subsidiaries nor, to the knowledge of any Responsible Officer of the BorrowerBorrowers, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for Holdings or any of its subsidiaries) or employee of the Borrower Holdings or any Subsidiaryof its subsidiaries, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)) or the COFPOA, including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA), any “foreign public official” (as such term is defined in the COFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention in any material respect of the FCPA FCPA, the COFPOA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will ; and (ii) the Borrowers have not directly or, to the knowledge of any Responsible Officer of the Borrowertheir knowledge, indirectly, use used the proceeds of the Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPAFCPA or the COFPOA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

OFAC; PATRIOT ACT and FCPA. (a) (i) None of the Borrower or nor any of its Restricted Subsidiaries ornor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Personsubject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person that is subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC or in violation compliance with applicable exemptions licenses or other approvals. Table of Sanctions.Contents (b) To the extent applicable, each Loan Party is in compliance (i) compliance, in all material respects respects, with the USA PATRIOT Act, . (c) Except to the Trading with extent that the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would relevant violation could not reasonably be expected to have a Material Adverse Effect, with all Sanctions. (ci) Neither neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer officer, agent (solely to the extent acting in its capacity as an agent for the Borrower or any of its subsidiaries) or employee of the Borrower or any Restricted Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, 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 each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The ; and (ii) the Borrower will has not directly or, to the knowledge of any Responsible Officer of the Borrowerits knowledge, indirectly, use used the proceeds of the Loans or Letters of Credit or otherwise make made available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.