Common use of Sanctions; Anti-Corruption Clause in Contracts

Sanctions; Anti-Corruption. None of the Borrower, any of its Subsidiaries, or any of their respective directors, officers, employees, or, to the knowledge of the Borrower, its agents or affiliates (i) is a Sanctioned Person, (ii) has violated or is in violation of any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws, (iii) has received notice or is otherwise aware of any claim, action, suit, inquiry, investigation or other proceeding involving it with respect to compliance with or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws or (iv) is or has been engaged in any dealings, directly or indirectly, with or for the benefit of a Sanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, and will maintain in effect, policies and procedures designed to promote and achieve continued compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, agents, and affiliates with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. The Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) (A) to fund any activities or business of, with, or for the benefit of any Sanctioned Person or in any Sanctioned Country, or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Secured Loans) or could reasonably be expected to result in any Person becoming a Sanctioned Person. In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a “Restricted Lender”), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung). In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.

Sanctions; Anti-Corruption. None No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to fail to comply with the BorrowerAnti-Money Laundering Laws and Anti-Terrorism Laws. No Loan Party or Subsidiary of a Loan Party, nor to the knowledge of any Loan Party or any of its Subsidiaries, any director, officer, agent, employee or other Person acting on behalf of any Loan Party or any such Subsidiary, will request or use the proceeds of their respective directorsany Loan, officersdirectly or indirectly, employees, or, (a) for any payments to the knowledge of the Borrower, its agents or affiliates (i) is a Sanctioned any Person, (ii) has violated including any government official or is 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, or otherwise take any action, directly or indirectly, that would result in a violation of any Sanctions, Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person on the SDN List or a government of a country or territory subject to comprehensive Sanctions, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto, or (d) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of sanctions pursuant to any Anti-Money Laundering Laws, (iii) has received notice or is otherwise aware of any claim, action, suit, inquiry, investigation or other proceeding involving it with respect to compliance with or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws or (iv) is or has been engaged in any dealings, directly or indirectly, with or for the benefit of a Sanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, and will maintain in effect, policies and procedures designed to promote and achieve continued compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, agents, and affiliates with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Terrorism Laws. The Borrower Furthermore, the Loan Parties will not, directly or indirectly, use the proceeds of the Secured LoansTransaction, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, Affiliate, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) (A) to fund any activities of or business ofwith any Person, with, or for the benefit of any Sanctioned Person or in any Sanctioned Countrycountry or territory, that, at the time of such funding, is the subject of Sanctions, or (B) in any other manner that would will result in a violation of Sanctions by any Person (including any Person participating in the Secured Loans) Transaction of any Sanctions. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to directly or could reasonably be expected to result in indirectly, knowingly enter into any Material Contracts with any Person becoming a Sanctioned Person. In relation to each Lender that notifies on the Loan Agent to this effect and State Street Bank International GmbH (each a “Restricted Lender”), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung). In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been madeSDN List.

Sanctions; Anti-Corruption. (a) None of the Borrower, Seller or any of its Subsidiariesemployees, officers or any of their respective directors, officers, employees, or, to the knowledge Knowledge of the BorrowerSeller, any of its agents other Representatives or affiliates any other Person acting on behalf of Seller, is (i) is a Sanctioned Person, (ii) has violated organized, resident or is located in violation of any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Lawsa Sanctioned Country, (iii) has received notice or is otherwise aware of any claim, action, suit, inquiry, investigation or other proceeding involving it with respect to compliance with or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws or (iv) is or has been engaged in any dealings, directly or indirectly, unlawful dealings with or for the benefit of a Sanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, and will maintain in effect, policies and procedures designed to promote and achieve continued compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, agents, and affiliates with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. The Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) (A) to fund any activities or business of, with, or for the benefit of any Sanctioned Person or in any Sanctioned Country, or (Biv) otherwise in any other manner that would result in a violation of Sanctions by Laws that such persons are or have been subject to. Each Seller has policies and procedures that are reasonably designed to prevent, detect and deter violations of applicable Laws, including Sanctions Laws, Laws relating to the prevention of corruption and bribery, and Laws relating to the prohibition of money laundering, and has not received from any Governmental Entity any notice, inquiry or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Entity or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Sanctions Laws in connection with the RP-3467 Program. (b) None of Seller, or any of its Representatives acting on behalf of Seller, or, to the Knowledge of Seller, any other Person acting on behalf of Seller, has, in connection with the conduct of the RP-3467 Program: (i) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any Person participating in the Secured Loans) reward, advantage or could reasonably be expected benefit of any kind, to result in any Person becoming a Sanctioned Person. In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a “Restricted Lender”), each representation, warranty and undertaking in the Credit Documents shall only apply or for the benefit of that Restricted Lender any Foreign Government Official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (A) influencing any act or decision of such Foreign Government Official, candidate, party or campaign or any official of such party or campaign; (B) inducing such Foreign Government Official, candidate, party or campaign, or any official of such party or campaign, to do or omit to do any act in violation of a lawful duty; (C) obtaining or retaining business for or with any person; (D) expediting or securing the extent that such representation, warranty or, as the case may be, undertaking would not result in performance of official acts of a routine nature; or (iE) otherwise securing any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or improper advantage; (ii) a violation paid, offered or conflict with section 7 foreign trade rules promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (AWViii) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (Außenwirtschaftsverordnung). In connection with iv) established or maintained any amendment, waiver, determination unlawful fund of corporate monies or direction relating other properties; (v) created or caused the creation of any false or inaccurate books and records of Seller related to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained foregoing; or (vi) materially violated any provision of any applicable anti-corruption or whether the determination anti-bribery or direction by the Lenders has been madesimilar Law.

Sanctions; Anti-Corruption. None of the Borrower, any of its Subsidiaries, or any of their respective directors, officers, employees, or, to the knowledge of the Borrower, its agents or affiliates (i) is a Sanctioned Person, (ii) has violated or is in violation of any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws, (iii) has received notice or is otherwise aware of any claim, action, suit, inquiry, investigation or other proceeding involving it with respect to compliance with or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws or (iv) is or has been engaged in any dealings, directly or indirectly, with or for the benefit of a Sanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, and will maintain in effect, policies and procedures designed to promote and achieve continued compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, agents, and affiliates with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. The Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) (A) to fund any activities or business of, with, or for the benefit of any Sanctioned Person or in any Sanctioned Country, or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Secured Loans) or could reasonably be expected to result in any Person becoming a Sanctioned Person. In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a “Restricted Lender”), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU (i) Council Regulation (EC) 2271/96 (as amended) or (iiiii) a violation or conflict with section 7 foreign trade rules (as amended) (AWV) (Außenwirtschaftsverordnung). In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.

Sanctions; Anti-Corruption. (a) None of the Borrower, any of its SubsidiariesSellers, or any of their respective directors, managers, officers, employees, partners, stockholders or, to the knowledge Knowledge of the BorrowerSellers, its agents or affiliates any other Person acting on behalf of any of them, is (i) is a Sanctioned Person, (ii) has violated organized, resident or is located in violation of any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Lawsa Sanctioned Country, (iii) has received notice or is otherwise aware of any claim, action, suit, inquiry, investigation or other proceeding involving it with respect to compliance with or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws or (iv) is or has been engaged in any dealings, directly or indirectly, unlawful dealings with or for the benefit of a Sanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, and will maintain in effect, policies and procedures designed to promote and achieve continued compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, agents, and affiliates with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. The Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) (A) to fund any activities or business of, with, or for the benefit of any Sanctioned Person or in any Sanctioned Country, or (Biv) otherwise in any other manner that would result in a violation of Sanctions by Laws that such persons are or have been subject to. Each Seller has complied with and taken appropriate steps to enforce customary “know-your-customer” and anti-money laundering programs and reporting procedures and other policies and procedures that are reasonably designed to prevent, detect and deter violations of applicable Laws, including Sanctions Laws, Laws relating to the prevention of corruption and bribery, and Laws relating to the prohibition of money laundering, and has not received from any Governmental Entity or any other Person any notice, inquiry or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Entity or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Sanctions Laws in connection with the Programs. (b) None of the Sellers, nor any of their respective officers, directors, employees, agents, Representatives or consultants, and no other Person associated with or acting for or on behalf of the Sellers, has, directly or, to the Knowledge of the Sellers, indirectly, in connection with the conduct of the Programs: (i) made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any Person participating in the Secured Loans) reward, advantage or could reasonably be expected benefit of any kind, to result in any Person becoming a Sanctioned Person. In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a “Restricted Lender”), each representation, warranty and undertaking in the Credit Documents shall only apply or for the benefit of that Restricted Lender any Foreign Government Official, candidate for public office, political party or political campaign, or any official of such party or campaign, for the purpose of: (A) influencing any act or decision of such Foreign Government Official, candidate, party or campaign or any official of such party or campaign; (B) inducing such Foreign Government Official, candidate, party or campaign, or any official of such party or campaign, to do or omit to do any act in violation of a lawful duty; (C) obtaining or retaining business for or with any person; (D) expediting or securing the extent that such representation, warranty or, as the case may be, undertaking would not result in performance of official acts of a routine nature; or (iE) otherwise securing any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or improper advantage; (ii) a violation paid, offered or conflict with section 7 foreign trade rules promised to pay or offer any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature; (AWViii) made, offered or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (Außenwirtschaftsverordnung). In connection with iv) established or maintained any amendment, waiver, determination unlawful fund of corporate monies or direction relating other properties; (v) created or caused the creation of any false or inaccurate books and records of either Seller related to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained foregoing; or (vi) materially violated any provision of any applicable anti-corruption or whether the determination anti-bribery law or direction by the Lenders has been madesimilar Law.