Common use of Anti-Money Laundering; Anti-Terrorism Clause in Contracts

Anti-Money Laundering; Anti-Terrorism. Each Credit Party represents and warrants to and covenants with Lender that: (a) each Credit Party and its Affiliates (each, an “AML Party”) is and will remain in compliance with the following (collectively, the “AML Requirements”): all U.S. economic sanctions laws and executive orders; all regulations promulgated by the U.S. Office of Foreign Assets Control (“OFAC”); and all applicable anti-money laundering and counter-terrorism provisions of the Bank Secrecy Act, the U.S. Patriot Act, and all rules and regulations issued pursuant to such laws, including those relating to “know your customer”, anti-money laundering, and anti-terrorism; (b) no AML Party is or will become a Person (i) included by OFAC on the list of Specially Designated Nationals and Blocked Persons (the “SDN List”) or who is otherwise the target of U.S. economic sanctions laws, such that, in either case, a U.S. Person cannot engage in business transactions with such Person; or (ii) that is Controlled by, or acting, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions, such that entry into or performance under any Loan Document would violate Applicable Law; (c) neither Borrower nor any other Credit Party will use any proceeds of the Credit Facilities directly or indirectly for any payments to any government official or employee, political party, political party official, 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 the U.S. Foreign Corrupt Practices Act of 1977; and (e) within five days of written request, Borrower shall provide Lender with such documentation as Lender may request from time to time, to verify compliance with the terms and conditions of this Section, including with respect to sources of funds for Payments made or to be made by any Credit Party. For purposes of this Section, “Affiliate” does not include equity owners of any entity that is publicly traded on a recognized national U.S. stock exchange.

Anti-Money Laundering; Anti-Terrorism. Each Credit Party represents and warrants to and covenants with Lender that: (a) each Credit Party Guarantor and its Affiliates (each, an “AML Party”) is are and will remain in material compliance with the following all: (collectively, the “AML Requirements”): all i) U.S. economic sanctions laws and executive orders; all (ii) regulations promulgated by the U.S. Office of Foreign Assets Control (“OFAC”); and all (iii) applicable anti-money laundering and counter-terrorism provisions of the Bank Secrecy Act, the U.S. Patriot Act, and all rules and regulations issued pursuant to such laws, including those relating to “know your customer”, anti-money laundering, and anti-terrorism; (b) no . No AML Party is or will become a Person (iA) included by OFAC on the list of Specially Designated Nationals and Blocked Persons (the “SDN List”) or who is otherwise the target of U.S. economic sanctions laws, such that, in either case, a U.S. Person cannot engage in business transactions with such Person; or (iiB) that is Controlled controlled by, or acting, directly or indirectly, for or on behalf of, of any Person on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions, such that entry into or performance under any Loan Document would violate Applicable Law; (c) neither Borrower nor . For purposes of this subsection, “Affiliate” does not include the equity owners of any other Credit Party will use any proceeds of the Credit Facilities directly or indirectly for any payments to any government official or employee, political party, political party official, 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 the entity that is publicly traded on a recognized national U.S. Foreign Corrupt Practices Act of 1977; and (e) within stock exchange. Within five days of written request, Borrower Guarantor shall provide Lender with such documentation as Lender may request from time to time, to verify compliance with the terms and conditions of this Sectionsubsection, including with respect to sources of funds for Payments made or to be made by Guarantor. Investigations and Litigation. There is no action, suit, investigation, proceeding or arbitration at law or in equity, including condemnation proceedings or proceedings in lieu of condemnation, pending or, to Guarantor’s best knowledge, threatened against or affecting Guarantor or any Credit Party. For purposes of this Section, “Affiliate” does not include equity owners its assets or revenues or any of the Loan Documents or any entity that is publicly traded on a recognized national U.S. stock exchangeof the transactions contemplated thereby.