Common use of Sanctions; Anti-Corruption Clause in Contracts

Sanctions; Anti-Corruption. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to fail to comply with the Anti-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 any Loan, directly or indirectly, (a) for any payments to any Person, including any government official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of any 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-Terrorism Laws. Furthermore, the Loan Parties will not, directly or indirectly, use the proceeds of the Transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the Transaction of any Sanctions. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to directly or indirectly, knowingly enter into any Material Contracts with any Person on the SDN List.

Sanctions; Anti-Corruption. No Loan Party shallNone of the Borrower, and no Loan Party shall permit any of its Subsidiaries Subsidiaries, or any of their respective directors, officers, employees, or, to fail 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 comply compliance with the or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws and Anti-Terrorism Laws. No Loan Party or Subsidiary of a Loan Party, nor to the knowledge of (iv) is or has been engaged in 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 any Loandealings, directly or indirectly, (a) with or for any payments to any Person, including any government official or employee, political party, official the benefit of a political partySanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, candidate for political office or anyone else acting and will maintain in an official capacityeffect, in order policies and procedures designed to obtainpromote and achieve continued compliance by the Borrower, retain or direct business or obtain any improper advantageits Subsidiaries, or otherwise take any actionand their respective directors, directly or indirectlyofficers, that would result in a violation of any employees, agents, and affiliates with 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 and Anti-Terrorism Money Laundering Laws. Furthermore, the Loan Parties The Borrower will not, directly or indirectly, use the proceeds of the TransactionSecured Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliatesubsidiary, 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 with of, with, or for the benefit of any Person, Sanctioned Person or in any country or territory, that, at the time of such funding, is the subject of SanctionsSanctioned Country, or (B) in any other manner that will would result in a violation of Sanctions by any Person (including any Person participating in the Transaction 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 Sanctionsviolation 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). No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to directly or indirectly, knowingly enter into any Material Contracts In connection with any Person on amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the SDN Listbenefit, 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. No Loan Party shallNone of the Borrower, and no Loan Party shall permit any of its Subsidiaries Subsidiaries, or any of their respective directors, officers, employees, or, to fail 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 comply compliance with the or potential liability under any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws and Anti-Terrorism Laws. No Loan Party or Subsidiary of a Loan Party, nor to the knowledge of (iv) is or has been engaged in 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 any Loandealings, directly or indirectly, (a) with or for any payments to any Person, including any government official or employee, political party, official the benefit of a political partySanctioned Person. The Borrower and its Subsidiaries have instituted and maintained, candidate for political office or anyone else acting and will maintain in an official capacityeffect, in order policies and procedures designed to obtainpromote and achieve continued compliance by the Borrower, retain or direct business or obtain any improper advantageits Subsidiaries, or otherwise take any actionand their respective directors, directly or indirectlyofficers, that would result in a violation of any employees, agents, and affiliates with 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 and Anti-Terrorism Money Laundering Laws. Furthermore, the Loan Parties The Borrower will not, directly or indirectly, use the proceeds of the TransactionSecured Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliatesubsidiary, 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 with of, with, or for the benefit of any Person, Sanctioned Person or in any country or territory, that, at the time of such funding, is the subject of SanctionsSanctioned Country, or (B) in any other manner that will would result in a violation of Sanctions by any Person (including any Person participating in the Transaction 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 any Sanctionsviolation of, conflict with or liability under (i) Council Regulation (EC) 2271/96 (as amended) or (iii) section 7 foreign trade rules (as amended) (AWV) (Außenwirtschaftsverordnung). No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to directly or indirectly, knowingly enter into any Material Contracts In connection with any Person on amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the SDN Listbenefit, 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.