Common use of Compliance with Anti-Terrorism Laws Clause in Contracts

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, directly or indirectly, knowingly enter into any contract with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates or attempts to violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t)

Compliance with Anti-Terrorism Laws. The Administrative Collateral Agent and each Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, knowingly enter into any contract documents or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately promptly (but in any event within three (3) Business Days) notify the Administrative Collateral Agent if such Credit Party has actual and each Lender in writing upon any Responsible Officer of Borrower having knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids or violates, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent Lender hereby notifies the Credit Parties each Loan Party and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative AgentLender’s policies and practices, the Administrative Agent Lender is required to obtain, verify and record certain information and documentation that identifies the Credit Parties each Loan Party and each of its Subsidiaries and their respective principals, which information includes the name and address of each Credit Loan Party and each of its Subsidiaries and their principals and such other information that will allow Agent Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Neither any Loan Party willnor any of their Subsidiaries shall, nor shall any Loan Party or any of their Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any contract documents, instruments, agreements or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Loan Party and each of its Subsidiaries shall immediately notify the Administrative Agent Lender if such Credit Loan Party or such Subsidiary has actual knowledge that any Credit Party Loan Party, or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with such Loan Party, is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Neither any Loan Party willnor any of their Subsidiaries shall, nor shall any Loan Party or any of their Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates or attempts to violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t)any

Compliance with Anti-Terrorism Laws. The Administrative Collateral Agent and each Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates (other than portfolio companies of the Permitted Holders that are not Subsidiaries of Borrower) to, directly or indirectly, knowingly enter into any contract documents or Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Collateral Agent and each Lender in writing if such Credit Party or any of its Subsidiaries has actual knowledge that any Credit Party or any Subsidiary or Affiliate (other than portfolio companies of their respective Affiliates or agents acting or benefiting in the Permitted Holders that are not Subsidiaries of Borrower) of any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates (other than portfolio companies of the Permitted Holders that are not Subsidiaries Borrower) to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties Borrowers and their respective its principals, which information includes the name and address of each Credit Party Borrower and its principals and such other information that will allow Administrative Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Operative Documents or Material Contracts (or contracts or agreements that would have been Material Contracts had they existed on the date hereof) with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party Borrower shall immediately notify the Administrative Agent if such Credit Party Borrower has actual knowledge that any Borrower or any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or becomes listed on the OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, directly or indirectly, knowingly enter into any contract with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates or attempts to violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Anti- Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter)Person. (t)

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties Borrowers and their respective its principals, which information includes the name and address of each Credit Party Borrower and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party Borrower shall immediately notify the Administrative Agent if such Credit Party Borrower has actual knowledge that any Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 money laundering or predicate crimes to money laundering. No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, directly or indirectly, knowingly enter into any contract with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates or attempts to violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters; Scooter Release. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed Person; provided, that any Lien on any Scooter pursuant Quarterly Payment Date (or, after the Commitment Termination Date, any Payment Date), (1) at any time when the outstanding principal amount of EMEA Loans is $0, if the LTC Percentage is less than the Maximum LTC Percentage, the Borrower may transfer U.S. Eligible Scooters to clause Parent (edirectly or by way of transfer to Holdco Guarantor and from Holdco Guarantor to Parent) if, after giving effect to such transfer and all transactions occurring on such Payment Date, the LTC Percentage does not exceed the Maximum LTC Percentage, and (2) at any time when the outstanding principal amount of EMEA Loans is less than $20,000,000, if the definition LTC Percentage is less than the EMEA Clean-Down Percentage, the Borrower may transfer Eligible Scooters to Parent (directly or by way of Permitted Liens shall transfer to Holdco Guarantor and from Holdco Guarantor to Parent) if, after giving effect to such transfer and all transactions occurring on such Payment Date, the LTC Percentage does not constitute a sale or transfer of title in such Scooter)exceed the EMEA Clean-Down Percentage. (t)

Compliance with Anti-Terrorism Laws. The Administrative Agent MPT hereby notifies the Credit Borrower Parties that pursuant to the requirements of certain Anti-Terrorism LawsLaws (including, without limitation, the Patriot Act) and the Administrative AgentMPT’s policies and practices, the Administrative Agent MPT is required to obtain, verify and record certain information and documentation that identifies the Credit Parties Borrower Parties, its principals and their respective principalsAffiliates, which information includes the name and address of each Credit Party and the Borrower Parties, its principals and Affiliates, and such other information that will allow Agent MPT to identify such party parties in accordance with the Anti-Terrorism LawsLaws (including, without limitation, the Patriot Act). No Credit Party willThe Borrower Parties will not, directly or indirectly, knowingly enter into any contract lease for the operation of any part of a Facility or any other lease or any material contracts with any Blocked Person or any Person person listed on the OFAC Lists. Each Credit Party The Borrower Parties shall immediately notify the Administrative Agent MPT if such Credit Party Borrower Parties has actual knowledge that any Credit Party the Borrower Parties or any of their respective its principals or Affiliates or agents acting or benefiting in any capacity in connection with Guarantor is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party willThe Borrower Parties will not, directly or indirectly, indirectly (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 13224, or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, knowingly enter into any contract documents or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately promptly (but in any event within three (3) Business Days) notify the Administrative Agent if such Credit Party has actual in writing upon any Responsible Officer of Parent or Borrower having knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates or attempts to violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t)-47-

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party , any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t)5.16

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties Borrowers and their respective its principals, which information includes the name and address of each Credit Party Borrower and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party Borrower shall immediately notify the Administrative Agent if such Credit Party Borrower has actual knowledge that any Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving MidCap / HTG / Credit and Security Agreement (Revolving Loan) \\DC - 036639/000001 - 12092487 money laundering or predicate crimes to money laundering. No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative AgentLender’s policies and practices, the Administrative Agent Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any Subsidiary to, directly or indirectly, knowingly enter into any contract documents, instruments, agreements or contracts with any Blocked Person or any Person listed on the OFAC Lists, except as otherwise expressly permitted by Requirements of Law. Each Credit Party shall immediately notify the Administrative Agent Lender if such any Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with Subsidiary is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any Subsidiary to, and will use commercially reasonable efforts to cause any other Affiliate not to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, except as otherwise expressly permitted by Requirements of Law, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, except as otherwise expressly permitted by Requirements of Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s and each Lender’s policies and practices, the Administrative Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Administrative Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any contract documents, instruments, agreements or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent and each Lender if such any Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates Subsidiary or agents acting or benefiting in any capacity in connection with Affiliate is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, knowingly enter into any contract documents or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately promptly (but in any event within three (3) Business Days) notify the Administrative Agent if such Credit Party has actual in writing upon any Responsible Officer of Parent or Borrower having knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids or violates, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Administrative Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, knowingly enter into any contract documents, instruments, agreements or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such any Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates Subsidiary or agents acting or benefiting in any capacity in connection with Affiliate is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any Subsidiary or Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, directly or indirectly, knowingly enter into any contract with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates or attempts to violate any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative AgentLender’s policies and practices, the Administrative Agent Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, knowingly enter into any contract documents or Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent Lender in writing if such Credit Party or any of its Subsidiaries has actual knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent and each Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, knowingly enter into any contract documents or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately promptly (but in any event within three (3) Business Days) notify Agent and the Administrative Agent if such Credit Party has actual Blackstone Representative in writing upon any Responsible Officer of Borrower having knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids or violates, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Collateral Agent and each Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or controlled Affiliates to, directly or indirectly, knowingly enter into any contract documents or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately [**] notify the Administrative Collateral Agent if such Credit Party has actual and each Lender in writing upon any Responsible Officer of Borrower having knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids or violates, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(vRevolving Loan), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t)

Compliance with Anti-Terrorism Laws. The Administrative Agent hereby notifies the Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agent’s 's policies and practices, the Administrative Agent is required to obtain, verify and record certain information and documentation that identifies the Credit Parties and their respective principalsequity holders, directors and officers, which information includes the name and address of each Credit Party and its principals equity holders, directors, managers and officers and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contract Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify the Administrative Agent if such Credit Party has actual knowledge that any Credit Party Party, any Subsidiary or any of their respective Affiliates officers, directors, employees or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).

Compliance with Anti-Terrorism Laws. The Administrative Collateral Agent and each Lender hereby notifies the each Credit Parties Party that pursuant to the requirements of Anti-Terrorism Laws, and the Administrative Agentsuch Person’s policies and practices, the Administrative Collateral Agent and each Lender is required to obtain, verify and record certain information and documentation that identifies the each Credit Parties Party and their respective its principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow the Collateral Agent and each Lender to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, knowingly enter into any contract documents or contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately promptly (but in any event within three (3) Business Days) notify the Administrative Collateral Agent if such Credit Party has actual in writing upon any Responsible Officer of Borrower having knowledge that any Credit Party or any Subsidiary or Affiliate of their respective Affiliates or agents acting or benefiting in any capacity in connection with Credit Party is listed on the transactions contemplated by this Agreement is or becomes a Blocked Person OFAC Lists or (ia) is convicted on, (iib) pleads nolo contendere to, (iiic) is indicted on, or (ivd) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, nor will any Credit Party permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates evades or avoids or violates, or has the purpose of evading or avoiding, or attempts to violate violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. (s) Maintenance and Operation of Scooters. At all times, the Borrower will (i) to the extent required to comply with Section 8.01(v), maintain, or cause to be maintained by the Parent pursuant to the Scooter Lease, the Scooters in good repair and working order (reasonable wear and tear excepted), and (ii) cause such Scooters to be operated by the Parent pursuant to and in accordance with the terms of the Scooter Lease. The Borrower may not sell or otherwise transfer title of any Scooter to any other Person (it being acknowledged and agreed that any Lien on any Scooter pursuant to clause (e) of the definition of Permitted Liens shall not constitute a sale or transfer of title in such Scooter). (t).