None of the Company and its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Company or its Subsidiary is aware of or has taken or failed to take any action, directly or indirectly, that has violated the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), the U.K. Bribery Act 2010 (“ UKBA ”), or any other applicable anti-corruption 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 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 contravention of the FCPA, or to any person, in contravention of the UKBA, or any other applicable anti-corruption laws. The Company, and its Subsidiaries and their respective Affiliates have conducted their businesses in compliance with the FCPA, the UKBA, and all other applicable anti-corruption laws and have instituted and will maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.