including, without limitation, the PATRIOT Act (collectively, AML / Terrorist Laws), (ii) has been assessed civil penalties under any AML / Terrorist Laws or
(iii) has had any of its funds seized or forfeited in an action under any AML / Terrorist Laws. Each Loan Party has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Laws) to seek to ensure that
such Loan Party and each of its Subsidiaries is in compliance with all AML / Terrorist Laws applicable to it.
(c) None of the Borrower or
any of its Subsidiaries (or, to the knowledge of the Borrower, any director, officer, agent, employee, Affiliate of, or other person associated with or acting on behalf of the Borrower or any of 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 any direct or indirect unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
5.22 Certain Treasury Regulation Matters. The Borrower does not intend to treat the Loans and related transactions as being a
reportable transaction (within the meaning of Treasury Regulation 1.6011-4). The Borrower acknowledges that the Administrative Agent and one or more of the Lenders may treat its Loans as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1 to the extent that the Borrowers application of the proceeds of the Loans requires the same and the Administrative Agent and such Lender or Lenders, as applicable, may, in connection therewith, maintain such
lists and other records as they may determine is required by such Treasury Regulation.
5.23 Deposit Accounts; Securities Accounts.
Schedule 5.23 hereto lists all banks and other financial institutions at which any Loan Party maintains deposit, securities or other accounts as of the Closing Date, and Schedule 5.23 hereto correctly identifies the name, address and
telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.
5.24 Accurate and Complete Statements. No report, financial statement, certificate or other information furnished by or on behalf of
any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented
by other information so furnished), when taken as a whole, contains any material misstatement of a material fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances
under which they were made, not materially misleading; provided that (a) no representation is made with respect to general economic or industry information and (b) with respect to projected and pro forma financial
information, the Borrower represents only that such information was prepared in good faith based upon assumptions reasonably believed by the Borrower to be reasonable at the time of preparation; it being understood that such projections may vary
from actual results and that such variances may be material.