Common use of Foreign Assets Control Regulations and Anti-Money Laundering Clause in Contracts

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors and to the knowledge of the Borrower, its employees and agents, are in compliance with and will remain in compliance in all material respects with all United States economic sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Party, or to the knowledge of such Credit Party or Subsidiary any of their respective directors, officers or employees, or any agent of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility established hereby (i) is a Person designated by the United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States economic sanctions laws such that a United States Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”).

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors and to the knowledge of the Borrower, its employees and agents, are in compliance with is and will remain in compliance in all material respects with all United States U.S. and Canadian economic sanctions laws, executive orders Executive Orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the U.S. Department of StateCriminal Code (Canada), the United Nations Act (Canada) and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itany of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party, or to the knowledge of such Credit Party or Subsidiary any of their respective directors, officers or employees, or any agent of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility established hereby (i) is a Person designated by the United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of United States U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”)U.S. law.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors and to the knowledge of the Borrower, its employees and agents, are in compliance with and will remain is in compliance in all material respects with all United States U.S. economic sanctions laws, executive orders Executive Orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Partyand, or to the knowledge of such any Responsible Officer of the Borrowers, no Affiliate of a Credit Party or Subsidiary any of their respective directors, officers or employees, or any agent of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility established hereby (i) is a Person designated by the United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactionsHMT’s consolidated list of Financial Sanctions Targets or the Investment Ban List or any similar list enforced by any other relevant sanctions authority, (ii) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States U.S. Person cannot deal or otherwise engage in business transactions with such Person or Person, (iii) is controlled by (including without limitation by virtue of such person Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person Person or entity on the SDN List or a foreign government that is the target of United States U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under United States law U.S. law, or (persons described iv) is located, organized or resident in (i)-(iii) foregoing being “Sanctioned Persons”)a Designated Jurisdiction. The Borrowers will not directly or indirectly, use of the proceeds of any Loan in a manner that will violate applicable Sanctions.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors and to the knowledge of the Borrower, its employees and agents, are in compliance with Group Member is and will remain in compliance in all material respects with all United States U.S. economic sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State), and all applicable anti-money laundering and counter-counter- terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it, in each case to the extent that failure to so comply could reasonably be expected to result in (i) the imposition of a penalty or fine or (ii) a suspension or material impairment of such Group Member’s operations or business. No Credit Party and no Subsidiary of a Credit Party, or to the knowledge of such Credit Party or Subsidiary Group Member nor any of their respective directors, officers or employees, its Subsidiaries or any agent director, officer or employee of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from of the Credit Facility established hereby foregoing (i) is a Person designated by the United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of United States U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. law. No part of the proceeds of any Loan will be used for any payments to any government official or employee, political party, official of a political party, candidate for political 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 United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”).Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. ARTICLE 5

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors and to the knowledge of the Borrower, its employees and agents, are in compliance with is and will remain in compliance in all material respects with all United States US and Canadian economic sanctions laws, executive orders Executive Orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the U.S. Department of StateCriminal Code (Canada), the United Nations Act (Canada) and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itany of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party, or to the knowledge of such Credit Party or Subsidiary any of their respective directors, officers or employees, or any agent of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility established hereby (i) is a Person designated by the United States US government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States US Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States US economic sanctions laws such that a United States US Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of United States US economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”)US law.