Common use of AML Laws; Anti-Corruption Laws and Sanctions Clause in Contracts

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower or any subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No Loans, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each Agent and the Loan Participants prior to the date hereof, neither it nor any of its subsidiaries, nor its parent company, or, to the knowledge of the Borrower, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerCompany, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws, Anti-Corruption Laws and applicable Sanctions. None of (a) the BorrowerCompany, any subsidiary Subsidiary or any of their respective directors or officers, or, to the knowledge of the BorrowerCompany, any of their respective employees or Affiliates, or (b) to the knowledge of the BorrowerCompany, any agent of the Borrower Company, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower Company represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the BorrowerCompany, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, unless otherwise licensed by the Office of Foreign Assets Control of the U.S. Department of Treasury or the U.S. Department of State or otherwise authorized under applicable law. No Borrowing or Letter of Credit relates, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Such Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrowersuch Loan Party, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrowersuch Loan Party, any subsidiary Subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrowersuch Loan Party, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrowersuch Loan Party, any agent of the Borrower such Loan Party, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower Such Loan Party represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the Borrowersuch Loan Party, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower It has implemented and maintains maintain in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the BorrowerBorrower or any of its Subsidiaries, any subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliatesaffiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower Borrower, or any subsidiary of its respective Subsidiaries or other Affiliate affiliates, that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansNeither the Loan, use nor the proceeds of proceeds or the Loan, nor any other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each Agent and the Loan Participants Bank prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, company or, to the knowledge of the Borrower, any other Affiliate affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country. The Loan does not relate, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries have implemented and maintains maintain in effect policies and procedures designed intended to ensure compliance by the BorrowerParent, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents (in each such Person’s capacity as such) with applicable Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (ai) the BorrowerParent, any subsidiary of its Restricted Subsidiaries or Unrestricted Subsidiaries or any of their respective directors or officers, or, to the knowledge of Parent or the BorrowerBorrowers, any of their respective employees or Affiliatesemployees, or (bii) to the knowledge of Parent or the BorrowerBorrowers, any agent of the Borrower Parent, any of its Restricted Subsidiaries or any subsidiary Unrestricted Subsidiaries or other controlled Affiliate (in each such Person’s capacity as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, (iA) is a Sanctioned Person, or (iiB) is in violation of AML Laws, applicable Anti-Corruption Laws, or applicable Sanctions, in each case in any material respect. No Loans, Loan or Letter of Credit or use of proceeds thereof by Parent or other transaction contemplated by this Agreement any Restricted Subsidiary or Unrestricted Subsidiary will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each Agent Parent and the Loan Participants prior to Borrowers represent that neither Parent, the date hereof, neither it Borrowers nor any of its subsidiariesRestricted Subsidiaries or Unrestricted Subsidiaries, nor its parent company, or, to the knowledge of Parent or the BorrowerBorrowers, any other controlled or controlling Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned CountryCountry in violation of Sanctions in any material respect.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has Obligors and their Affiliates or Subsidiaries have implemented and maintains maintain in effect effect, or are subject to, policies and procedures designed to ensure compliance by the Borrower, its subsidiaries such parties and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower or any subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No Loans, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreementand Sanctions, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each Agent and the Loan Participants prior to the date hereof, neither it nor any of its subsidiaries, nor its parent company, orObligors and their Affiliates or Subsidiaries and their respective officers and directors and, to the knowledge of such party, its employees and agents, are in compliance with AML Laws, Anti-Corruption Laws and Sanctions. None of the BorrowerObligors or any of their Affiliates or Subsidiaries or their respective directors, officers, employees and agents (i) are a Restricted Person, (ii) will directly or indirectly use or permit the use of any Loan with or for the benefit of any Restricted Person or in any manner which violates Sanctions, AML Laws or Anti-Corruption Laws or which will cause the Finance Parties to commit any action under this Agreement or the other Credit Documents to fund or facilitate any activities of or business with any Restricted Person, to fund or facilitate any activities of or business with any Restricted Territory or in any other Affiliate manner that will result in a violation of Sanctions by any Person, (iii) has engaged in or intends to engage in any dealings or transactions with, with or for the benefit ofof a Restricted Person, any Sanctioned Person or nor with or in a Restricted Territory, (iv) are located, organized or resident in a Restricted Territory, (iv) have any Sanctioned Countryplans to undertake any dealings or transactions with Restricted Persons or Restricted Territories or (v) have engaged in any activity or conduct that would result in a violation or breach of, or be sanctionable under, any Sanctions, Anti-Corruption Laws or AML Laws. There are not pending, nor to the best of the Borrower's knowledge, threatened, claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against any Obligor or any of its Affiliates alleging a violation by such Obligor or any of its Affiliates of any applicable Sanctions. Both immediately before and after giving effect to any Loan and use of proceeds thereof, the Borrower is in compliance with Section 10.3(b). The representations and warranties given in this Section 9.1(bb) shall not be made by nor apply to in so far as such representation would result in a violation of or conflict with the Foreign Extra Territorial Measures Act (Canada).

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerCompany, its subsidiaries Subsidiaries and their respective directors, officers, employees Affiliates and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, Company or any subsidiary Subsidiary or any of their respective directors or officers, or, to the knowledge of the BorrowerCompany, any of their respective employees or Affiliates, or (b) to the knowledge of the BorrowerCompany, any agent of the Borrower Company or any subsidiary Subsidiary or other Affiliate of the Company or such Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No Loansborrowing of a Loan, use of proceeds of a Loan, or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower Company represents that, except as disclosed to each Agent and the Loan Participants Lender prior to the date hereofof this Agreement, neither it nor any of its subsidiaries, nor its parent companySubsidiaries, or, to the knowledge of the BorrowerCompany, any other Affiliate of the Company or such Subsidiary has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.” (g) Section 5.1 is hereby amended by deleting clause (b) thereof in its entirety and replacing it with the following

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerCompany, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the BorrowerCompany, any subsidiary Subsidiary or any of their respective directors or officers, or, to the knowledge of the BorrowerCompany, any of their respective employees or Affiliates, or (b) to the knowledge of the BorrowerCompany, any agent of the Borrower Company, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower Company represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the BorrowerCompany, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerCompany, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws, Anti-Corruption Laws and applicable Sanctions. None of (a) the BorrowerCompany, any subsidiary Subsidiary or any of their respective directors or officers, or, to the knowledge of the BorrowerCompany, any of their respective employees or Affiliates, or (b) to the knowledge of the BorrowerCompany, any agent of the Borrower Company, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower Company represents that, except as disclosed to each Agent and the Loan Participants prior to the date hereof, that neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the BorrowerCompany, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, unless otherwise licensed by the Office of Foreign Assets Control of the U.S. Department of Treasury or the U.S. Department of State or otherwise authorized under applicable law. No Borrowing or Letter of Credit relates, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of of (a) the Borrower, any subsidiary or any of their respective directors or officers, Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers, employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, Person or (ii) is in material violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Anti- Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiaries, nor its parent company, orSubsidiaries nor, to the knowledge of the Borrower, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the BorrowerCompany, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws, Anti-Corruption Laws and applicable Sanctions. None of (a) the BorrowerCompany, any subsidiary Subsidiary or any of their respective directors or officers, or, to the knowledge of the BorrowerCompany, any of their respective employees or Affiliates, or (b) to the knowledge of the BorrowerCompany, any agent of the Borrower Company, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower Company represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the BorrowerCompany, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country, unless otherwise licensed by the Office of Foreign Assets Control of the U.S. Department of Treasury or the U.S. Department of State or otherwise authorized under applicable law. No Borrowing relates, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower Each Seller and Guarantor has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrowersuch Seller, its subsidiaries Guarantor, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrowerany Seller, Guarantor, any subsidiary Subsidiary of any Seller or Guarantor or any of their respective directors or officers, or, to the knowledge of the Borrowersuch Seller or Guarantor, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrowerany Seller or Guarantor, any agent of the Borrower such Seller, Guarantor, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of of, or has engaged in any activity or conduct that would violate, and AML Laws, Anti-Corruption Laws, or SanctionsSanctions or is located, organized or resident in a Sanctioned Country. No LoansTransaction, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as lenderseller, borrowerbuyer, guarantor, agent, or otherwise. The Borrower Each Seller and Guarantor represents that, except as disclosed to each Agent and the Loan Participants prior to the date hereof, that neither it nor any of its subsidiariesSubsidiaries, nor its parent company, company or, to the knowledge of the Borrower, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any subsidiary or any of their respective directors or officers, Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers, employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, Person or (ii) is in material violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the Borrower, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower or any subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, or (ii) is in violation of AML Laws, Anti-Corruption Laws, or Sanctions. No Loans, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each the Administrative Agent and the Loan Participants prior to the date hereof, neither it nor any of its subsidiaries, nor its parent company, or, to the knowledge of the Borrower, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.

AML Laws; Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its subsidiaries Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) the Borrower, any subsidiary or any of their respective directors or officersSubsidiary, or, to the knowledge of the Borrower, any of their respective directors, officers, employees or Affiliates, or (b) to the knowledge of the Borrower, any agent of the Borrower Borrower, or any subsidiary Subsidiary or other Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, Person or (ii) is in material violation of AML Laws, Anti-Corruption Laws, or Sanctions. No LoansBorrowing, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions by any person Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. The Borrower represents that, except as disclosed to each the Administrative Agent and the Loan Participants Lenders prior to the date hereofof this Agreement, neither it nor any of its subsidiariesSubsidiaries, nor its parent company, or, to the knowledge of the Borrower, any other Affiliate has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country.