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

Foreign Assets Control Regulations and Anti-Money Laundering. Each Borrower and each Subsidiary of each Borrower is in compliance in all material respects with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), any other sanctions or anti-terrorism laws imposed, administered or enforced by the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates (collectively, “Sanctions”), all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant to it. No Borrower and no Subsidiary or Affiliate of a Borrower (a) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (b) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (c) 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 U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law (any such Person, a “Sanctioned Person”). No proceeds of any Term Loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Term Lender or other individual or entity participating in any transaction).

Foreign Assets Control Regulations and Anti-Money Laundering. Each Borrower Credit Party and each Subsidiary of each Borrower Credit Party is in compliance in all material respects with all applicable U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), any other sanctions or anti-terrorism laws imposed, administered or enforced by the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates (collectively, “Sanctions”), all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant thereto and other similar applicable laws of other jurisdictions in which it conducts business. None of Holdings or any Subsidiary of Holdings nor, to it. No Borrower and no Subsidiary the knowledge of any Credit Party, any director, officer, agent, employee or Affiliate of a Borrower any of the foregoing (a) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (b) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or sanctions under other similar applicable laws of other jurisdictions in which it conducts business or (c) is controlled by (including including, without limitation 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 U.S. economic sanctions or prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law (or sanctions under other similar applicable laws of other jurisdictions in which it conducts business. No Credit Party intends to directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any such Person, a “Sanctioned Person”). No proceeds for the purpose of financing the activities of any Term Loan made hereunder will Person currently subject to any U.S. sanctions administered by OFAC or sanctions under other similar applicable laws of other jurisdictions in which it conducts business with the result that any Lender or Issuing Bank would be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Term Lender or other individual or entity participating in any transaction)applicable law.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Borrower Credit Party and each Subsidiary of each Borrower its Subsidiaries is in compliance in all material respects with all U.S. economic sanctions lawslaws of any applicable Governmental Authority, Executive Orders executive orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), any other sanctions or anti-terrorism laws imposed, administered or enforced by the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant to itit and all regulations issued pursuant to the Canadian AML Legislation and all other related laws of any applicable Governmental Authority. No Borrower and no Credit Party nor any Subsidiary or Affiliate of a Borrower any Credit Party (ai) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (bii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or Person, (ciii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares 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 U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Note Purchase Document would be prohibited under U.S. law, (iv) is a Person designated by the Canadian government on any list set out in the United Nations Al-Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the Criminal Code or other similar applicable law (any collectively, the “Terrorist Lists”) with which a Credit Party cannot deal with or otherwise engage in business transactions, (v) is a Person who is otherwise the target of Canadian or U.K. economic sanctions laws such Person, that a “Sanctioned Person”Credit Party cannot deal or otherwise engage in business transactions with such Person or (vi) is controlled by (including by virtue of such Person being a director or owning voting Shares or interests). No proceeds of any Term Loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make acts, directly or indirectly, for or on behalf of, any payments to, Person on any Terrorist List or a Sanctioned Personforeign government that is the target of Canadian or U.K. economic sanctions prohibitions such that the entry into, or otherwise used in performance under, this Agreement or any manner that other Note Purchase Document would result in a violation of any Sanction, Anti-Corruption Law be prohibited under Canadian or Anti-Money Laundering Law by any Person (including any Term Lender or other individual or entity participating in any transaction)English law.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Borrower To the extent applicable, each Credit Party and each Subsidiary of each Borrower Credit Party is in compliance in all material respects with all U.S. applicable economic sanctions laws, Executive Orders executive orders and implementing regulations as promulgated and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), any other sanctions or anti-terrorism laws imposed, administered or enforced by the United Nations Security CouncilU.S. Department of State, the European Union or any European Union member state, Her His Majesty’s Treasury of the United Kingdom (and its respective governmental departments), Canada, Australia, Japan or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates the United Nations Security Council (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant to it. No Borrower Credit Party and no Subsidiary Subsidiary, and to the knowledge of any Credit Party or Affiliate Subsidiary, no director, officer, employee, agent, affiliate or representative of a Borrower Credit Party or Subsidiary (ai) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions; (ii) located, organized or resident in a country or territory that itself is the subject of comprehensive Sanctions (bas of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Zaporizhzhia and Kherson regions of Ukraine); or (iii) is a Person who is otherwise the target subject of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (c) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or actsSanctions. No Borrower will, directly or indirectly, for or on behalf of, any person or entity on use the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law (any such Person, a “Sanctioned Person”). No proceeds of any Term Loan made hereunder will be used or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any operations in, finance activities of or business with any investments or activities in, or make any payments to, a Sanctioned Person, or otherwise used in any country or territory, that, at the time of such funding or issuance, is the subject of Sanctions, or in any other manner that would will result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Term Lender or other individual or entity Person participating in any transaction)the Transactions, whether as lender, arranger, advisor, investor or otherwise) of Sanctions.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Borrower Loan Party and each Subsidiary of each Borrower is a Loan Party are, to their knowledge, in compliance and will remain in compliance in all material respects with all applicable U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), any other sanctions or anti-terrorism laws imposed, administered or enforced by the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant to it. No Borrower To each Loan Party’s knowledge, no Loan Party and no Subsidiary or Affiliate of a Borrower (ai) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (bii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (ciii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests)by, 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 U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Fundamental Document would be prohibited under U.S. law law. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any such PersonSubsidiary or any of their respective directors, a “Sanctioned Person”). No proceeds of any Term Loan made hereunder will be used to fund any operations in, finance any investments officers or activities inemployees, or make (b) to the knowledge of the Borrower, any payments toagent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan or Letter of Credit, use of proceeds or otherwise used in any manner that would result in a violation of any Sanction, other transaction contemplated by this Agreement will violate Anti-Corruption Law Laws or Anti-Money Laundering Law by any Person (including any Term Lender or other individual or entity participating in any transaction)applicable Sanctions.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Borrower Credit Party and each Subsidiary of each Borrower Credit Party is in compliance in all material respects with all U.S. economic sanctions lawslaws of any applicable Governmental Authority, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s 's Office of Foreign Assets Control (“"OFAC”"), any other sanctions or anti-terrorism laws imposed, administered or enforced by the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant to itit and all regulations issued pursuant to the Canadian AML Legislation and all other related laws of any applicable Governmental Authority. No Borrower Credit Party and no Subsidiary or Affiliate of a Borrower Credit Party (ai) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “"SDN List”") with which a U.S. Person cannot deal with or otherwise engage in business transactions, (bii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or Person, (ciii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares 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 U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law, (iv) is a Person designated by the Canadian government on any list set out in the United Nations Al-Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the Criminal Code or other similar applicable law (any collectively, the "Terrorist Lists") with which a Credit Party cannot deal with or otherwise engage in business transactions, (v) is a Person who is otherwise the target of Canadian or U.K. economic sanctions laws such Person, that a “Sanctioned Person”Credit Party cannot deal or otherwise engage in business transactions with such Person or (vi) is controlled by (including by virtue of such Person being a director or owning voting Shares or interests). No proceeds of any Term Loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make acts, directly or indirectly, for or on behalf of, any payments to, Person on any Terrorist List or a Sanctioned Personforeign government that is the target of Canadian or U.K. economic sanctions prohibitions such that the entry into, or otherwise used in performance under, this Agreement or any manner that other Loan Document would result in a violation of any Sanction, Anti-Corruption Law be prohibited under Canadian or Anti-Money Laundering Law by any Person (including any Term Lender or other individual or entity participating in any transaction)English law.