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

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) No Company and, to the knowledge of the Loan Parties, no broker or other agent of any Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company Group Member and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the United Nations Act (Canada) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Special Economic Measures Act of 2001, Public Law 107-56 (the “Patriot Act”Canada). (b) No Company Group Member and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions Borrowings currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or by any other Governmental Authority under applicable Anti-Terrorism Laws (collectively, “Sanctions”); and the Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFACSanctions. (c) No Company Group Member and, to the knowledge of the Loan Parties, no broker or other agent of any Company Group Member acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b5.24(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or other applicable Anti-Terrorism Laws, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company Group Member nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person Person acting, directly or indirectly, on behalf of any CompanyGroup Member, has, in the course of its actions for, or on behalf of, any CompanyGroup Member, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 19771977 or the Corruption of Foreign Public Officials Act (Canada); or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) No Company and, to the knowledge of the Loan Parties, no broker or other agent of any Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b3.21(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) No Company and, to the knowledge of the Loan Parties, no broker or other agent of any Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b3.21(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person Person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company or Unrestricted Subsidiary and, to the actual knowledge of the Loan PartiesBorrower, none of its Affiliates Affiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 56, as amended (the “Patriot Act”). (b) No Company and or Unrestricted Subsidiary and, to the actual knowledge of the Loan PartiesBorrower, no Affiliate or broker or other agent of any Loan Party Company or Unrestricted Subsidiary acting or benefiting in any capacity on behalf of any Company in connection with the Credit Extensions currently is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not not, directly or indirectly indirectly, use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Personperson, for the purpose of financing the activities of any Person person currently subject to any a target of U.S. sanctions administered by OFAC. (c) No Company or Unrestricted Subsidiary and, to the actual knowledge of the Loan PartiesBorrower, no broker or other agent of any Company or Unrestricted Subsidiary acting in any capacity on behalf of any Company in connection with the Loans or Letters of Credit (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b3.20(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism LawLaws. (d) No Company or Unrestricted Subsidiary nor any director or officerofficer thereof, nor to the actual knowledge of the Loan PartiesBorrower, any agent, employee or other person acting, directly or indirectly, on behalf of any CompanyCompany or Unrestricted Subsidiary, is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or has, in the course of its actions for, or on behalf of, any CompanyCompany or Unrestricted Subsidiary, directly or indirectly indirectly: (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses or payments relating to political activity; or (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company Consolidated Party and, to the knowledge of the Loan Partieseach Consolidated Party, none of its Affiliates is in violation of, or shall use any proceeds of the Loans or the Letters of Credit in violation of, any Legal Requirements Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company Consolidated Party and to the knowledge of the Loan Partieseach Consolidated Party, no Affiliate or broker or other agent of any Loan Consolidated Party acting or benefiting in any capacity in connection with the Credit Extensions Extensions, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) No Company Consolidated Party and, to the knowledge of the Loan Partieseach Consolidated Party, no Affiliate or broker or other agent of any Company Consolidated Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b6.28(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or frozen pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company Consolidated Party nor any director or officer, nor to the knowledge of the Loan Partiesany Consolidated Party, any agent, employee or other person Person acting, directly or indirectly, on behalf of any CompanyConsolidated Party, has, in the course of its actions for, or on behalf of, any CompanyConsolidated Party, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company Group Member and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the United Nations Act (Canada) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Special Economic Measures Act of 2001, Public Law 107-56 (the “Patriot Act”Canada). (b) No Company Group Member and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions Borrowings currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or by any other Governmental Authority under applicable Anti-Terrorism Laws (collectively, “Sanctions”); and the Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFACSanctions. (c) No Company Group Member and, to the knowledge of the Loan Parties, no broker or other agent of any Company Group Member acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b5.24(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or other applicable Anti-Terrorism Laws, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company Group Member nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person Person acting, directly or indirectly, on behalf of any CompanyGroup Member, has, in the course of its actions for, or on behalf of, any CompanyGroup Member, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.;

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Group Company and, to the knowledge of the Loan Parties, none no Affiliate of its Affiliates any Group Company, is in material violation of any Legal Requirements requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Bank Secrecy Act of 1970, as amended, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”)56. (b) No Group Company and and, to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party Group Company, is any of the following: (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or benefiting on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any capacity transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in connection with the Credit Extensions Executive Order; (v) an Embargoed Person; or (vi) a Person that is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) The Borrower will not directly or, to its knowledge, indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person described in Section 5.22(b)(i)-(vi) for the purpose of financing the activities of such Person currently subject to any U.S. sanctions administered by OFAC. (d) No Group Company and, to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Group Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b5.22(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (de) No Company nor any director or officerGroup Company, nor to the knowledge of the Loan Parties, any Affiliate, agent, director, officer, employee or other person acting, directly or indirectly, on behalf of any Group Company, has, in the course of its actions for, or on behalf of, any Group Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977FCPA; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company and, to the knowledge of the Loan Parties, none of its Affiliates Affiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced (the “Patriot Act”). (b) No Company Company, and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently Extensions, is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Borrower the Borrowers will not directly or indirectly use the proceeds of the Loans Credit Extensions or otherwise make available such proceeds to any Personperson, for the purpose of financing the activities of any Person person currently subject to any U.S. sanctions administered by OFAC. (c) No Company and, to the knowledge of the Loan Parties, no broker or other agent of any Company acting in any capacity in connection with the Loans Credit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Except for the FCPA Action, no Company nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; , (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; , (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; , or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (e) Each Borrower represents and warrants that (i) no Covered Entity is a Sanctioned Person and (ii) no Covered Entity, either in its own right or through any third party, (A) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (C) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) No Company and, to the knowledge of the Loan Parties, no broker or other agent of any Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b3.21(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person Person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company Group Member and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the United Nations Act (Canada) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Special Economic Measures Act of 2001, Public Law 107-56 (the “Patriot Act”Canada). (b) No Company Group Member and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or by any other Governmental Authority under applicable Anti-Terrorism Laws (collectively, “Sanctions”); and the Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFACSanctions. (c) No Company Group Member and, to the knowledge of the Loan Parties, no broker or other agent of any Company Group Member acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b5.24(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or other applicable Anti-Terrorism Laws, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company Group Member nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person Person acting, directly or indirectly, on behalf of any CompanyGroup Member, has, in the course of its actions for, or on behalf of, any CompanyGroup Member, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 19771977 or the Corruption of Foreign Public Officials Act (Canada); or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Group Company and, to the knowledge of the Loan Parties, none no Affiliate of its Affiliates any Group Company, is in material violation of any Legal Requirements requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Bank Secrecy Act of 1970, as amended, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”)56. (b) No Group Company and and, to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party Group Company, is any of the following: (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or benefiting on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any capacity transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in connection with the Credit Extensions Executive Order; (v) an Embargoed Person; or (vi) a Person that is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently the subject to of any U.S. sanctions administered by OFACOFAC without lawful authorization. (c) The Borrower will not directly or, to its knowledge, indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person described in Section 5.22(b)(i)-(vi) for the purpose of financing the activities of such Person currently the subject of any U.S. sanctions administered by OFAC without lawful authorization. (d) No Group Company and, to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Group Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b)5.22(b) without lawful authorization, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder without lawful authorization, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (de) No Company nor any director or officerGroup Company, nor to the knowledge of the Loan Parties, any Affiliate, agent, director, officer, employee or other person acting, directly or indirectly, on behalf of any Group Company, has, in the course of its actions for, or on behalf of, any Group Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977FCPA; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Credit Extensions currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Personperson, for the purpose of financing the activities of any Person person currently subject to any U.S. sanctions administered by OFAC. (c) No Company Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Company Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b3.17(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company Loan Party nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or other person acting, directly or indirectly, on behalf of any CompanyLoan Party, has, in the course of its actions for, or on behalf of, any CompanyLoan Party, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Company and, to the knowledge of the Loan Partieseach Company, none of its Affiliates is in violation of, or shall use any proceeds of the Loans or the Letters of Credit in violation of, any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”). (b) No Company and to the knowledge of the Loan Partieseach Company, no Affiliate or broker or other agent of any Loan Party Company acting or benefiting in any capacity in connection with the Credit Extensions Extensions, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. (c) No Company and, to the knowledge of the Loan Partieseach Company, no Affiliate or broker or other agent of any Company acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b3.21(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or frozen pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Company nor any director or officer, nor to the knowledge of the Loan Partiesany Company, any agent, employee or other person Person acting, directly or indirectly, on behalf of any Company, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Anti-Terrorism Law; Foreign Corrupt Practices Act. (a) No Neither the Company andnor, to the knowledge of the Loan PartiesCompany, none of its Affiliates (as defined in the Agreement and Plan of Merger) is in violation of any Legal Requirements applicable law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the United Nations Act (Canada) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Special Economic Measures Act of 2001, Public Law 107-56 (the “Patriot Act”Canada). (b) No Neither the Company and nor to the knowledge of the Loan PartiesCompany, no any Affiliate or broker or other agent of any Loan Party the Company is acting or benefiting in any capacity in connection with the Credit Extensions proceeds of the Notes currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or by any other Governmental Authority under applicable Anti-Terrorism Laws (collectively, “Sanctions”); and Borrower the Company will not directly or indirectly use the proceeds of the Loans Notes or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFACSanctions. (c) No Neither the Company andnor, to the knowledge of the Loan PartiesCompany, no any broker or other agent of any the Company acting in any capacity in connection with the Loans Notes (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person Person described in Section 3.22(b3.20(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or other applicable Anti-Terrorism Laws, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. (d) No Neither the Company nor any director or officer, nor to the knowledge of the Loan PartiesCompany, any agent, employee or other person Person acting, directly or indirectly, on behalf of the Company or any Companyof its subsidiaries, has, in the course of its actions for, or on behalf of, the Company or any Company, of its subsidiaries directly or indirectly (i)used i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii)made ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)violated iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 19771977 or the Corruption of Foreign Public Officials Act (Canada); or (iv)made iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.