Common use of Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act Clause in Contracts

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor any of its directors, officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans will be used, lent, contributed, or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;, (B) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of the Borrower or any of its the Subsidiaries or any of their respective directors, officers or, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors employees or Affiliates agents is a Sanctioned Person or otherwise the subject to of any sanctions or economic embargoes administered or enforced by the U.S. US Department of State or the U.S. US Department of Treasury (including OFAC), the Office United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Assets Control)Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party of the Borrower and the Subsidiaries and their respective directors, officers and, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors employees and Affiliates agents is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (Ai) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;Sanctions, (Bii) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit Law or (iii) in any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement manner that would result in a the violation of any Sanctions Laws byapplicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated herebyexercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors agents or Affiliates is a Sanctioned Person or otherwise the subject to of any sanctions or economic embargoes administered or enforced by the U.S. US Department of State or the U.S. US Department of Treasury (including the Office of Foreign Assets ControlOFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party of the Borrower and its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors and agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (Ai) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;Sanctions, (Bii) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit Law or (iii) in any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement manner that would result in a the violation of any Sanctions Laws by, or a restriction on the use of such funds with respect to, applicable to any Person participating in the transactions contemplated herebyparty hereto.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor any of its directors, officers oror Subsidiaries, or to the knowledge of the Borrower, employees, employees or agents, advisors or Affiliates is the subject to of any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), the United Nations Security Council, the European Union, or any other applicable sanctions authority Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates Subsidiaries is in compliance, in all material respects, with (a) all applicable Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. 84 No part of the proceeds of the Loans will be used, lent, contributed, or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or Sanctions, if such financing would result in any other manner that would violate a violation of Sanctions Laws;, or (B) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors agents or Affiliates is a Sanctioned Person or otherwise the subject to of any sanctions or economic embargoes administered or enforced by the U.S. US Department of State or the U.S. US Department of Treasury (including the Office of Foreign Assets ControlOFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party of the Borrower and its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors and agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (Ai) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;Sanctions, (Bii) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit Law or (iii) in any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement manner that would result in a the violation of any Sanctions Laws by, or a restriction on the use of such funds with respect to, applicable to any Person participating in the transactions contemplated herebyparty hereto.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors agents or Affiliates is a Sanctioned Person or otherwise the subject to of any sanctions or economic embargoes administered or enforced by the U.S. US Department of State or the U.S. US Department of Treasury (including the Office of Foreign Assets ControlOFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party of the Borrower and its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors and agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, the Bxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (Ai) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;Sanctions, (Bii) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit Law or (iii) in any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement manner that would result in a the violation of any Sanctions Laws by, or a restriction on the use of such funds with respect to, applicable to any Person participating in the transactions contemplated herebyparty hereto.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No None of any Credit Party nor any of or its directors, officers orSubsidiaries nor, to the knowledge of the Borrowerany Credit Party, any such Credit Party’s directors, officers, employees, agents, agents or advisors or Affiliates is subject to any sanctions sanctions, rules, regulations or economic orders promulgated by any Sanctions Authority or embargoes administered or restrictive measures administered, enacted or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), or any other applicable sanctions authority Sanctions Authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party and their respective directorsits Subsidiaries, officers and, to the knowledge of the Borrowerany Credit Party, any such Credit Party’s respective directors, officers, employees, agents, agents and advisors and Affiliates is in compliance, in all material respects, with (ai) all Sanctions LawsSanctions, (bii) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable domestic or foreign anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans will be used, lent, contributed, or otherwise made available, directly or, to the knowledge of any Credit Party, indirectly by any Credit Party or its Subsidiaries or, to the Borrowerknowledge of any Credit Party, indirectlytheir respective directors, officers, employees, agents or advisors, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;, (B) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated herebyLaws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of Holdings, the Borrower or any of its directors, Subsidiaries or any of their respective directors or officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is (i) subject to any sanctions or economic embargoes or similar sanctions administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), the United Nations Security Council, the European Union, His Majesty’s Treasury or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Fourteenth Amendment Effective Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). Each Credit Party of Holdings, the Borrower and its Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Patriot Act and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other a manner that would violate result in a violation of applicable Sanctions Laws;, by any party to this Agreement or (B) for any payments to any governmental 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 181 AMERICAS 122173769123894352 obtain, retain or direct business or obtain any improper advantage, in violation in any material respect of any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors agents or Affiliates is a Sanctioned Person or otherwise the subject to of any sanctions or economic embargoes administered or enforced by the U.S. US Department of State or the U.S. US Department of Treasury (including the Office of Foreign Assets ControlOFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party of the Borrower and its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the BorrowerBorrower or any Subsidiary, employees, agents, advisors and agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, the Bxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (Ai) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;Sanctions, (Bii) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit Law or (iii) in any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement manner that would result in a the violation of any Sanctions Laws by, or a restriction on the use of such funds with respect to, applicable to any Person participating in the transactions contemplated herebyparty hereto.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No To the extent applicable, no Credit Party nor any of its directors, officers ortheir respective Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers, employees, agents, advisors agents or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), the Royal Canadian Mounted Police, the Canada Border Services Agency, the Department of Foreign Affairs and International Trade (Canada), the Department of Justice (Canada) or any other applicable U.S. or Canadian sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and ordersorders promulgated or issued thereunder, collectively, “Sanctions Laws”). Each Credit Party and each of their respective directors, officers Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees, agents, advisors agents and Affiliates is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders promulgated or issued thereunder (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and ordersorders (collectively, “Anti-Money Laundering Laws”). No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that is known by the Borrower at such time is to be the subject of any Sanctions or in any other manner that would violate Sanctions Laws;, (B) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor any of its directors, officers oror Subsidiaries, or to the knowledge of the Borrower, employees, employees or agents, advisors or Affiliates is the subject to of any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), the United Nations Security Council, the European Union, or any other applicable sanctions authority Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates Subsidiaries is in compliance, in all material respects, with (a) all applicable Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans will be used, lent, contributed, or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or Sanctions, if such financing would result in any other manner that would violate a violation of Sanctions Laws;, or (B) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is subject to (a) a Person named on any sanctions or economic embargoes administered or enforced list of designated persons maintained by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), ) or any other applicable sanctions authority that imposes, administers or enforces economic or financial sanctions or trade embargoes (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”), (b) located, organized or resident in any country or territory that is the subject or target of Sanctions, (c) owned or controlled by any such Person or Persons, or (d) otherwise the subject of Sanctions. Each Credit Party of the Borrower and its Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of funding, financing or funding or facilitating any activities activities, transactions, or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;, (B) for any payments to any governmental 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No None of any Credit Party nor any of or its directors, officers orSubsidiaries nor, to the knowledge of the Borrowerany Credit Party, any such Credit Party’s directors, officers employees, agents, agents or advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of the Treasury (including the Office of Foreign Assets Control), pursuant to 31 CFR, Subtitle B, Chapter V, as amended) or any other applicable United States or non-U.S. sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and ordersorders promulgated by such sanctions authority, collectively, “Sanctions Laws”). Each Credit Party and their respective directorsits Subsidiaries, officers and, to the knowledge of the Borrowerany Credit Party, any such Credit Party’s respective directors, officers, employees, agents, agents and advisors and Affiliates is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable domestic or foreign anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans will be used, lent, contributed, or otherwise made available, directly or, to the knowledge of any Credit Party, indirectly by any Credit Party or its Subsidiaries or, to the Borrowerknowledge of any Credit Party, indirectlytheir respective directors, officers, employees, agents or advisors, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;, (B) for any payments to any governmental official or employee, political party, 118 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 any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated herebyLaws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor xxvi)None of Holdings, the Borrower or any of its directors, officers the other Restricted Subsidiaries or, to the knowledge of Holdings or the Borrower, any of their respective directors, officers, employees, agents, advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. United States Department of State or the U.S. United States Department of Treasury (including the Office of Foreign Assets ControlOFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each Credit Party of Holdings, the Borrower and their respective directors, officers the other Restricted Subsidiaries and, to the knowledge of Holdings and the Borrower, their respective directors, officers, employees, agents, advisors and Affiliates is in compliance, in all material respects, with (ai) all Sanctions LawsLaws and (ii) the PATRIOT Act and any other applicable anti-terrorism and money laundering laws, (b) rules, regulations and orders. Each of Holdings, the Borrower and the other Restricted Subsidiaries and, to the knowledge of Holdings and the Borrower, their respective directors, officers, employees, agents, advisors and Affiliates is in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977 1977, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders). No part of the proceeds of the Loans will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (Ai) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other manner that would violate Sanctions Laws;Sanctions, (Bii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, 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 any Anti-Corruption Law. The Borrower shall not permit Law or (iii) in any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement manner that would result in a the violation of any Sanctions Laws by, or a restriction on the use of such funds with respect to, applicable to any Person participating in the transactions contemplated herebyparty hereto.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. No Credit Party nor None of Holdings, the Borrower or any of its directors, Subsidiaries or any of their respective directors or officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is (i) subject to any sanctions or economic embargoes or similar sanctions administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), the United Nations Security Council, the European Union, His Majesty’s Treasury or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Fourteenth Amendment Effective Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). Each Credit Party of Holdings, the Borrower and its Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Patriot Act and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, directly or otherwise made available, directly or, to the knowledge of the Borrower, indirectly, (A) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or in any other a manner that would violate result in a violation of applicable Sanctions Laws;, by any party to this Agreement or (B) for any payments to any governmental 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 in any material respect of any Anti-Corruption Law. The Borrower shall not permit any Person or any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrower in connection with this Agreement that would result in a violation of Sanctions Laws by, or a restriction on the use of such funds with respect to, any Person participating in the transactions contemplated hereby.