Common use of Anti-Terrorism; Foreign Corrupt Practices Clause in Contracts

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower and each Restricted Subsidiary is, and to the knowledge of the Parent Borrower, its directors are, in compliance with (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectively, “AML/CTF Laws”), (ii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and any other enabling legislation, regulation, or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof or the United Kingdom (collectively, “Sanctions”) and (iii) Anti-Corruption Laws. (b) None of the Borrowers or any Restricted Subsidiary or, to the knowledge of the Parent Borrower, any director or officer of the Parent Borrower or any Restricted Subsidiary, is the target of any Sanctions (a “Sanctioned Party”). None of the Borrowers or any Restricted Subsidiary is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea Region of the Ukraine—each a “Sanctioned Country”). None of the Borrowers or any Restricted Subsidiary will knowingly (directly or indirectly) use the proceeds of the Loans (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 material violation of Anti-Corruption Laws; (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Section 5.22 shall not apply in relevant part to Restricted Subsidiaries that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute.

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower and each Restricted Subsidiary other Loan Party is, and to the knowledge of the Parent Borrower, Borrower its directors are, in compliance with any (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectively, “AML/CTF Laws”), (ii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and any other enabling legislation, regulation, legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof or and the United Kingdom (collectively, “Sanctions”) and (iiiii) Anti-Anti- Corruption Laws. (b) None of the Borrowers Borrower or any Restricted Subsidiary other Loan Party or, to the knowledge of the Parent Borrower, any director or officer of the Parent Borrower or any Restricted Subsidiaryother Loan Party, is the target of any Sanctions (a “Sanctioned Party”). None Except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrowers Borrower or any Restricted Subsidiary other Loan Party is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Syria and the Crimea Region of the Ukraine—Ukraine — each a “Sanctioned Country”). None of the Borrowers Borrower or any Restricted Subsidiary other Loan Party will knowingly (directly or indirectly) use the proceeds of the Loans (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 material violation of Anti-Corruption Laws; Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Section 5.22 5.11 shall not apply in relevant part to Restricted Subsidiaries Loan Parties that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 5.11 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute. Liens. Upon entry of the DIP Order, the DIP Order creates in favor of the Lenders a legal, valid and enforceable fully perfected security interest in and Lien on all right, title and interest of the Loan Parties in the DIP Collateral with the priority described in the DIP Order as and to the extent contemplated by and described in the DIP Order. Other than any necessary local filings or recordings as may be required in connection with perfecting Liens in the DIP Collateral owned by any Loan Party not organized in the United States, no filings or recordings are required in order to perfect the security interests created under the DIP Order.

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower and each Restricted Subsidiary is, and to the knowledge of the Parent Borrower, Borrower its directors are, in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectivelyTrading with the Enemy Act, “AML/CTF Laws”)as amended, (iiiii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) and any other enabling legislation, regulation, legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof or and the United Kingdom (collectively, “Sanctions”) and (iiiiv) Anti-Corruption Laws. (b) None of the Borrowers or any Restricted Subsidiary or, to the knowledge of the Parent Borrower, any director or officer of the Parent Borrower or any Restricted Subsidiary, is the target of any Sanctions (a “Sanctioned Party”). None Except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrowers or any Restricted Subsidiary is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine—each a “Sanctioned Country”). None of the Borrowers or any Restricted Subsidiary will knowingly (directly or indirectly) use the proceeds of the Loans (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 material violation of Anti-Corruption Laws; Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Section 5.22 shall not apply in relevant part to Restricted Subsidiaries that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute.

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower Applicant and each Restricted Subsidiary is, and to the knowledge of the Parent Borrower, Applicant its directors are, in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectivelyTrading with the Enemy Act, “AML/CTF Laws”)as amended, (iiiii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) and any other enabling legislation, regulation, legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof or and the United Kingdom (collectively, “Sanctions”) and (iiiiv) Anti-Corruption Laws. (b) None of the Borrowers Applicant or any Restricted Subsidiary or, to the knowledge of the Parent BorrowerApplicant, any director or officer of the Parent Borrower Applicant or any Restricted Subsidiary, is the target of any Sanctions (a “Sanctioned Party”). None Except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrowers Applicant or any Restricted Subsidiary is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine—each a “Sanctioned Country”). None of the Borrowers Applicant or any Restricted Subsidiary will knowingly (directly or indirectly) use the proceeds Letters of the Loans Credit (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 material violation of Anti-Anti- Corruption Laws; Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Credit Document, this Section 5.22 shall not apply in relevant part to Restricted Subsidiaries that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute.

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower Company and each Restricted Subsidiary is, and to the knowledge of the Parent Borrower, Company its directors are, in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectivelyTrading with the Enemy Act, “AML/CTF Laws”)as amended, (iiiii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) and any other enabling legislation, regulation, legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof or and the United Kingdom (collectively, “Sanctions”) and (iiiiv) Anti-Anti- Corruption Laws. (b) None of the Borrowers Company or any Restricted Subsidiary or, to the knowledge of the Parent BorrowerCompany, any director or officer of the Parent Borrower Company or any Restricted Subsidiary, is the target of any Sanctions (a “Sanctioned Party”). None Except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrowers Company or any Restricted Subsidiary is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine—each a “Sanctioned Country”). None of the Borrowers Company or any Restricted Subsidiary will knowingly (directly or indirectly) use the proceeds Participated Letters of the Loans Credit (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 material violation of Anti-Corruption Laws; Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Credit Document, this Section 5.22 4.22 shall not apply in relevant part to Restricted Subsidiaries that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 4.22 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute.

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower and each Restricted Subsidiary is, and to the knowledge of the Parent Borrower, its directors are, is in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectivelyTrading with the Enemy Act, “AML/CTF Laws”)as amended, (iiiii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) and any other enabling legislation, regulation, legislation or executive order relating thereto as well as sanctions laws and regulations of (iv) the United Nations Security CouncilStates Foreign Corrupt Practices Act of 1977, the European Union or any member state thereof or the United Kingdom (collectively, “Sanctions”) and (iii) Anti-Corruption Lawsas amended. (b) None of the Borrowers or any Restricted Subsidiary or, to the knowledge of the Parent Borrower, any director or officer of the Parent Borrower or any Restricted Subsidiary, is the target of any U.S. sanctions administered by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) or a person on the lists of “Specially Designated Nationals and Blocked Persons” or “Sectoral Sanctions Identifications” or otherwise the subject of any economic sanctions administered or enforced by the European Union (a “Sanctioned Party”). None Except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrowers or any Restricted Subsidiary is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions U.S. sanctions laws and regulations (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Syria Sudan and the Crimea Region of the UkraineSyria—each a an “Sanctioned Country”). None of the Borrowers or any Restricted Subsidiary will knowingly (directly or indirectly) use the proceeds of the Loans (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 material violation of Anti-Corruption Laws; (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Section 5.22 5.24 shall not apply in relevant part to Restricted Subsidiaries that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 5.24 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute.

Anti-Terrorism; Foreign Corrupt Practices. (a) To the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, the Parent Borrower and each Restricted Subsidiary is, and to the knowledge of the Parent Borrower, Borrower its directors are, in compliance with (i) the Uniting and Strengthening of America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (ii) the Money Laundering Control Act of 1986 and any other laws or regulations prohibiting money laundering or terrorist financing (collectivelyTrading with the Enemy Act, “AML/CTF Laws”)as amended, (iiiii) any U.S. sanctions administered by the United States, including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), ) and any other enabling legislation, regulation, legislation or executive order relating thereto as well as sanctions laws and regulations of the United Nations Security Council, the European Union or any member state thereof or and the United Kingdom (collectively, the “Sanctions”), (iv) the Special Economic Measures Act (Canada), the United Nations Act (Canada) and any other applicable enabling legislation, guidelines or orders relating thereto and (iiiv) Anti-Corruption Laws. (b) None of the Borrowers or any Restricted Subsidiary or, to the knowledge of the Parent Borrower, any director or officer of the Parent Borrower or any Restricted Subsidiary, is the target of any Sanctions (a “Sanctioned Party”). None Except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrowers or any Restricted Subsidiary is organized or resident in a country or territory that is the target of a comprehensive embargo under Sanctions (including as of the date of this Agreement, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the UkraineUkraine —each a “Sanctioned Country”). None of the Borrowers or any Restricted Subsidiary will knowingly (directly or indirectly) use the proceeds of the Loans (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 material violation of Anti-Corruption Laws; Laws or (ii) for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is a Sanctioned Party or organized or resident in a Sanctioned Country, except as otherwise permitted by applicable law, regulation or license; or (iii) in violation of AML/CTF Laws. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, this Section 5.22 5.24 shall not apply in relevant part to Restricted Subsidiaries that are organized under the laws of any member state of the European Union solely to the extent this Section 5.22 5.24 would violate the provisions of the “Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom” or any other applicable anti-boycott statute.