Common use of Foreign Assets Control Regulations, Etc Clause in Contracts

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (1) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), (2) is an agent, department, or instrumentality of, or is controlled by or acting on behalf of, directly or indirectly, (i) any OFAC Listed Person or (ii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it sanctions under or is engaged in any activity in material violation of the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company nor any Controlled Entity is (1a) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2b) is an agent, department, or instrumentality of, or is directly or indirectly controlled by or acting on behalf of, directly or indirectlyis, in the case of any Controlled Entity (that is not a publicly-traded company), otherwise beneficially owned by, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3c) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1a), clause (2b) or clause (3c), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), (2) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (i) any OFAC Listed Person or (ii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither of the Company Obligors nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or is otherwise known by such Obligor or Controlled Entity to be beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither of the Company Obligors nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Sanctioned Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) OFAC (an “OFAC Listed Person”)) or any Sanctions-related list of designated Persons maintained by the U.S. Department of State, or by the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom (2ii) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions ProgramSanctions, (iii) any Person operating, organized or resident in a Sanctioned Country, or (3iv) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) Sanctions (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii), clause (iii) or clause (3iv), a “Blocked Sanctioned Person”). Neither the Company Borrower nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Parent Guarantor nor any Controlled Entity is (1) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), (2) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (i) any OFAC Listed Person or (ii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3), a “Blocked Person”). Neither the Company Parent Guarantor nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (i) any OFAC Listed Person or (ii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company any Obligor nor any Controlled Entity (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States U.S. Department of the Treasury (“"OFAC”") (an “"OFAC Listed Person”), ") or (2ii) is an agent, a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it sanctions under or is engaged in any activity in material violation of the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3ii), a “"Blocked Person”)") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. Neither the Company any Obligor nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. any United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic SanctionsPowers Act, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) SOUTH JERSEY GAS COMPANY Note Purchase Agreement (2ii) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company any Obligor nor any Controlled Entity (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) or (2ii) is an agent, a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it sanctions under or is engaged in any activity in material violation of the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3ii), a “Blocked Person”)) or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. Neither the Company any Obligor nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. any United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic SanctionsPowers Act, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or (to the actual knowledge of the Responsible Officers) is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither To the actual knowledge of the Responsible Officers, neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), (2ii) is an agent, department, or instrumentality of, or is otherwise controlled by or by, acting on behalf ofof or, to the Company’s actual knowledge, beneficially owned by, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a any list prepared by any state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither None of the Company Obligors nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither None of the Company Obligors nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Obligor nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to the target of any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, the target of sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company Obligor nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to the target of U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Issuer nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, Retail Properties of America, Inc. Note Purchase Agreement directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company Issuer nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Obligors nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an -9- Vectren Utility Holdings, Inc. Note Purchase Agreement “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company Obligors nor any Controlled Entity has have been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Obligors nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or is otherwise -9- Vectren Utility Holdings, Inc. Note Purchase Agreement beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company Obligors nor any Controlled Entity has have been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (i) any OFAC Listed Person or (ii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1), clause (2) or clause (3), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.U.S.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, ‑12‑ American Assets Trust, L.P. Note Purchase Agreement (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither the Company a Note Party nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), (2ii) is an agent, department, or instrumentality of, or is otherwise controlled by or acting on behalf ofof or (to the actual knowledge of the Company’s Responsible Officers) beneficially owned by, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither To the actual knowledge of the Responsible Officers, neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (1i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”), ) (2ii) is an agent, department, or instrumentality of, or (to the actual knowledge of the Responsible Officers) is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (ix) any OFAC Listed Person or (iiy) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (3iii) has had imposed on it otherwise blocked, subject to sanctions under or is engaged in any activity in material violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amendedthe Comprehensive Iran Sanctions, CISADA Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, as amended, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States federal government or any United States federal enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (1i), clause (2ii) or clause (3iii), a “Blocked Person”). Neither To the actual knowledge of the Responsible Officers, neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.. Private Shelf Agreement Graybar Electric Company, Inc.