Common use of Anti-Terrorism Laws Clause in Contracts

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Loan Parties nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of Holdings, the Borrower or any Subsidiary 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’s Subsidiaries the Borrower will not directly or indirectly use the proceeds of the Term 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. (b) No Loan Party, or, to the knowledge of any Loan Party, any of its Subsidiaries, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (c) None of Parent Guarantorthe Loan Parties, Borrower and Borrowernor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or Controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Subsidiaries shall Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (1vi) conduct a Person who is affiliated or associated with a person listed above. (d) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Term Loans or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or No. 13224. (e) To the extent applicable, each of Holdings, the Borrower and each Subsidiary is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other Anti-Terrorism Lawenabling legislation or executive order relating thereto, and (b) the Patriot Act. No part of the proceeds of the Term Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or (iii) engage anyone else acting in an official capacity, in order to obtain, retain or conspire to engage direct business or obtain any improper advantage, in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any violation of the prohibitions set forth in any Anti-Terrorism Law United States Foreign Corrupt Practices Act of 1977, as amended (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith“FCPA”).

Anti-Terrorism Laws. (i) None of Parent Guarantorthe Borrower, Borrower and any of its Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of its other Affiliates is in violation of any laws or regulations 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 107-56Patriot Act. (ii) None of Parent Guarantorthe Borrower, Borrower and any of its Subsidiaries or, to the Borrower’s Subsidiariesknowledge, any of its other Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Facility is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Borrower, Borrower and any of its Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of its other Affiliates or any of its brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii3) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None No Loan Party, or, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries any of its Subsidiaries, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Loan Parties, Borrower and Borrowernor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each, a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Subsidiaries shall Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (1vi) conduct a Person who is affiliated or associated with a person listed above. (c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None Neither of Parent Guarantorthe Borrowers nor any of the Restricted Subsidiaries nor any director, Borrower and Borrower’s Subsidiaries officer, agent or employee of any of the Borrowers or any Restricted Subsidiary (in their capacities as such) is in violation of any laws or regulations 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 107-56in any material respects. (iib) None Neither of Parent Guarantor, the Borrowers nor any of the Restricted Subsidiaries nor any director or officer of any Borrower and Borrower’s Subsidiaries, or any Restricted Subsidiary acting in any capacity in connection with the Loans, the Letters of their brokers Credit, the Transactions or the other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” transactions hereunder, is any of the following:following (each a “Blocked Person”): (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive OrderOrder No. 13224); or (5iv) a person or entity Person that is named as a “specially designated national and blocked personnational” on the most current list published by the U.S. United States Treasury Department Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither of Parent Guarantor, the Borrowers nor any of the Restricted Subsidiaries nor any director or officer of any Borrower and Borrower’s Subsidiaries or any Restricted Subsidiary (1acting in their capacities as such) (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224. (d) Neither of 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, Borrowers nor any of the prohibitions set forth Subsidiaries nor any director or officer of any Borrower or any Subsidiary acting in any capacity in connection with the Loans, the Letters of Credit, the Transactions or the other transactions hereunder is a Sanctioned Person. (e) The Administrative Borrower has implemented and maintains in effect policies and procedures with the intention to promote and achieve compliance by the Borrowers and the Subsidiaries and their respective directors, officers and employees (in their capacities as such) with Sanctions and Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage Laws in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)all material respects.

Anti-Terrorism Laws. (i) None of Parent Guarantorthe Parent, Borrower and the Borrower, any of their respective Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of the other Affiliates of the Parent or the Borrower is in violation of any laws or regulations 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 107-56Patriot Act. (ii) None of Parent Guarantorthe Parent, Borrower and the Borrower, any of their respective Subsidiaries or, to the Borrower’s Subsidiariesknowledge, any of the other Affiliates of the Parent or the Borrower, or any of their Parent’s or Borrower’s brokers or other agents acting with respect to or benefiting from this Agreement the Facility is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Parent, Borrower and the Borrower, any of their respective Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of the other Affiliates of the Parent or the Borrower, or any of Parent’s or Borrower’s brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii3) 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. None of Parent GuarantorBorrower shall not, Borrower and Borrower’s Subsidiaries shall not permit any other Loan Party to, (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (i) None The Borrower, and to the Knowledge of Parent Guarantorthe Borrower, Borrower its Affiliates and Borrower’s Subsidiaries is are in violation of compliance with any laws or regulations relating to terrorism or money laundering (“Anti-Anti- Terrorism Laws”), including the regulations administered by the United States Treasury Department’s Office of Foreign Asset Control (“OFAC”) and 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). (ii) None Neither the Borrower or, to the Knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, or any of its Affiliates, Subsidiaries or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loan, is any of the following: : (1A) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order; Order or the OFAC regulations; (2B) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order; Order or the OFAC regulations; (3C) a person Person or entity with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; ; (4D) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive OrderOrder or the OFAC regulations; or or (5E) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list. (iii) None Neither the Borrower, to the Knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its brokers or other agents acting in any capacity in connection with the Loan (1A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (ii) above, (2B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iiiC) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None The Borrower is not and, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries none of its Affiliates is in violation of any laws or regulations 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 107-107 56. (ii) None . The Borrower is not and, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, none of its Affiliates or any of their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1a) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2b) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3c) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4d) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5e) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of or such list. . The Borrower is not and, to the knowledge of the Borrower, none of its brokers or other agents acting in any capacity in connection with the Loans (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i1) None of Parent Guarantorthe Company, Borrower and Borrower’s any of its Subsidiaries or any of their respective Affiliates is in violation of any laws or regulations 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. (ii2) None of Parent Guarantorthe Company, Borrower and Borrower’s Subsidiaries, its Subsidiaries or any of their respective Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the sale of the Securities is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender Holder is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iii3) None of Parent Guarantorthe Company or any of its Subsidiaries or, Borrower and Borrower’s Subsidiaries to the knowledge of the Company, any of their respective brokers or other agents acting in any capacity in connection with the Securities (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall . (14) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for Neither the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any sale of the prohibitions set forth in Securities by the Company hereunder nor its use of the proceeds thereof will violate any Anti-Terrorism Law or the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (and Borrower shall deliver to Administrative Agent 31 CFR, Subtitle B, Chapter V, as amended) or any certification enabling legislation or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)executive order relating thereto.

Anti-Terrorism Laws. (ia) None Neither Borrower nor an Affiliate of Parent Guarantor, Borrower and Borrower’s Subsidiaries is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None . (b) Neither Borrower nor any Affiliate of Parent GuarantorBorrower, Borrower and or to its knowledge, its respective agents acting or benefiting in any capacity in connection with the Revolving Credit Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (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 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 the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; (v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person or entity listed above. (c) Neither Borrower’s Subsidiaries shall , or to the knowledge of Borrower, any of its agents acting in any capacity in connection with the Revolving Credit Loans or other transactions hereunder (1i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person, or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Order.

Anti-Terrorism Laws. (ia) None of the Parent GuarantorGuarantors, the Borrower and Borrower’s Agent or any of their Subsidiaries is in violation of any legal requirement relating to any laws or regulations relating with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, 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. (ii) Patriot Act. None of the Parent GuarantorGuarantors, the Borrower and Borrower’s SubsidiariesAgent nor any of their Subsidiaries and, to the knowledge of the Borrower Agent, no Agent of the Parent Guarantors, the Borrower Agent or any of their brokers Subsidiaries acting on behalf of the Parent Guarantors, the Borrower Agent or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” any of their Subsidiaries, as the case may be, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Department of the Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such listlist (“SDN”). (iiib) None of the Parent GuarantorGuarantors, the Borrower and Borrower’s Agent or any of their Subsidiaries and, to the knowledge of the Borrower Agent, no agent of the Parent Guarantors, the Borrower Agent or any of their Subsidiaries acting on behalf of the Parent Guarantors, the Borrower Agent or any of their Subsidiaries, as the case may be, (1i) other than in respect of Sanctions-compliant business with SDNs under US country-sanctions (non-terrorism) programs that permit such business, conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Persona Person described in Section 8.23(a), (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iiiii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None No Loan Party, or, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries any of its Subsidiaries, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Loan Parties, Borrower and Borrowernor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Subsidiaries shall Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (1vi) conduct a Person who is affiliated or associated with a person listed above. (c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None The Borrower is not and, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries none of its Affiliates is in violation of any laws or regulations 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 107-107- 56. (iib) None The Borrower is not, and to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, no Affiliate or any of their brokers broker or other agents agent of the Borrower acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is in any capacity in connection with the Loans is, any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;; or (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None The Borrower does not, and to the knowledge of Parent Guarantorthe Borrower, no broker or other agent of the Borrower and Borrower’s Subsidiaries acting in any capacity in connection with the Loans, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in paragraph (b) above, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None of Parent GuarantorHoldings, Borrower and Borrower’s any of its Subsidiaries or any of their respective Affiliates is in violation of any laws or regulations 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. (iib) None of Parent GuarantorHoldings, Borrower and Borrower’s Subsidiaries, its Subsidiaries or any of their respective Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iii) . None of Parent GuarantorHoldings or any of its Subsidiaries or, Borrower and Borrower’s Subsidiaries to the knowledge of Holdings, any of their respective brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, The Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming the Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Glimcher Realty Trust retains its status as a publicly held company, the representations made in this Section 5.23 are limited to the Borrower’s knowledge with respect to Affiliates that are Affiliates due to ownership of 10% or more of any class of voting securities.

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries is in violation of any Sanctions Laws and Regulations or any other laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their respective directors, officers, brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).. Borrower shall not request any Loan or Facility Letter of Credit, and Borrower shall not use, and Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Facility Letter of 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 violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions Laws and Regulations

Anti-Terrorism Laws. (ia) None of Parent GuarantorNo Loan Party, Borrower and Borrower’s Subsidiaries is in violation any Subsidiary of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”)Loan Party, 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 any Affiliate of 2001, Public Law 107-56. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, any Loan Party or any of their brokers agents acting or benefiting in any capacity in connection with the Advances, the Letters of Credit, or other agents acting with respect to or benefiting from this Agreement transactions hereunder is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging violation in any transaction by material respect of any Anti-Terrorism Law; (4) a person Law or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. (b) No Loan Party, any Subsidiary of any Loan Party, any Affiliate of any Loan Party or any of their agents acting or benefiting in any capacity in connection with the Advances, the Letters of Credit, or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. None 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person with which any Lender or the Issuer is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Parent GuarantorForeign Asset Control at its official website or any replacement website or other replacement official publication of such list, Borrower and Borrower’s Subsidiaries shall or (1vi) conduct a Person who is affiliated or associated with a Person listed above. No Loan Party, any Subsidiary of any Loan Party, any Affiliate of any Loan Party or any of their agents acting or benefiting in any capacity in connection with the Advances, the Letters of Credit, or other transactions hereunder: (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (i) None of Parent Guarantorthe Parent, Borrower and the Borrower, any of itstheir respective Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of itsthe other Affiliates of the Parent or the Borrower is in violation of any laws or regulations 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 107-56Patriot Act. (ii) None of Parent Guarantorthe Parent, Borrower and the Borrower, any of itstheir respective Subsidiaries or, to the Borrower’s Subsidiariesknowledge, any of itsthe other Affiliates of the Parent or the Borrower, or any of their itsParent’s or Borrower’s brokers or other agents acting with respect to or benefiting from this Agreement the Facility is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Parent, Borrower and the Borrower, any of itstheir respective Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of itsthe other Affiliates of the Parent or the Borrower, or any of itsParent’s or Borrower’s brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii3) 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. None of Parent GuarantorBorrower shall not, Borrower and Borrower’s Subsidiaries shall not permit any other Loan Party to, (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None To the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries no Loan Party or any of its Affiliates is in violation of any laws or regulations 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. (iib) None To the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries, no Loan Party or any of its Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5v) a person Person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list. (iiic) None To the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries no Loan Party or any of its brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None of Parent GuarantorHoldings, Borrower and Borrower’s any of its Subsidiaries or any of their respective Affiliates is in violation of any laws or regulations 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. (iib) None of Parent GuarantorHoldings, Borrower and Borrower’s Subsidiaries, its Subsidiaries or any of their respective Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. United States Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iii) . None of Parent GuarantorHoldings or any of its Subsidiaries or, Borrower and Borrower’s Subsidiaries to the knowledge of Holdings, any of their respective brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Loan Parties or any of their respective officers or directors or, Borrower and Borrower’s Subsidiaries to the knowledge of any of the Loan Parties, any of their respective Affiliates is in violation of any laws or regulations 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 2001USA PATRIOT Act, Public Law 107-107 56. (iib) None The Loan Parties, their respective officers and directors and, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries, or any of their respective brokers or other agents acting in any capacity in connection with respect the Loans have conducted their business in compliance in all material respects with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws; (c) No Loan Party, any of their respective officers or directors or, to the knowledge of any of the Loan Parties, any of their respective Affiliates, brokers or other agents acting or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4ii) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.; (iii) None a Sanctioned Person; (d) No Loan Party, any of Parent Guarantortheir respective officers or directors or, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit knowledge of any Prohibited Loan Party, any of its Affiliates, brokers or other agents acting in any capacity in connection with the Loans (i) has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (x) with any Sanctioned Person, (2y) in any Sanctioned Country, or (z) otherwise in violation of Sanctions, (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. None of Parent Guarantor. (e) The Loan Parties have implemented and maintain in effect policies and procedures designed to promote and achieve compliance by the Loan Parties and their respective directors, Borrower officers, employees and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of fundsagents with Sanctions, goods or services to or for and the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant Loan Parties and their respective officers and directors and to the Executive Order or any other knowledge of the Loan Parties its employees and agents, are in compliance with Anti-Terrorism LawCorruption Laws and applicable Sanctions in all material respects. No borrowing of Loans or Letter of Credit, use of proceeds or (iii) engage in or conspire to engage in any other transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in contemplated by this Agreement will violate any Anti-Terrorism Corruption Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)applicable Sanctions.

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries the Loan Parties nor any Subsidiary or Affiliate of any Loan Party is in violation of any Anti-Corruption Laws or any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”), including the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (A) the United States Treasury Department’s Office of Foreign Asset Control (“OFAC”) and 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 107-5656 and (B) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom (collectively, the “Sanctions”). No part of the proceeds of any Loan will be used, directly or indirectly by any Loan Party or, to its knowledge, its Affiliates for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any manner that would result in the violation of any Anti-Corruption Laws or Sanctions applicable to any party hereto. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, the Loan Parties nor any Subsidiary or Affiliate of any of their brokers Loan Party or other agents acting with respect to or benefiting from in any capacity in connection with transactions contemplated by this Agreement is a Prohibited Person. A “Prohibited Person” is and the other Transaction Documents, are any of the following: (1A) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive OrderOrder or the OFAC regulations; (2B) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive OrderOrder or the OFAC regulations; (3C) to its knowledge, a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4D) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive OrderOrder or the OFAC regulations; or (5E) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower the Loan Parties nor any Subsidiary or Affiliate of any Loan Party or other agents acting or benefiting in any capacity in connection with transactions contemplated by this Agreement and Borrower’s Subsidiaries the other Transaction Documents (1A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iiiC) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Law.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Loan Parties nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of Holdings, the Borrower or any Subsidiary 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’s Subsidiaries the Borrower will not directly or indirectly use the proceeds of the Term 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. (b) No Loan Party, or, to the knowledge of any Loan Party, any of its Subsidiaries, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (c) None of Parent Guarantorthe Loan Parties, Borrower nor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or Controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; (vi) a Person who is affiliated or associated with a person listed above; or (vii) a Person with whom dealings are restricted or prohibited under the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury or any other the consolidated list of persons, groups and Borrower’s Subsidiaries shall entities subject to financial sanctions maintained by the European Union, and any similar list, each as amended, supplemented or substituted from time to time. (1d) conduct No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Term Loans or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or No. 13224. (e) To the extent applicable, each of Holdings, the Borrower and each Subsidiary is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other Anti-Terrorism Lawenabling legislation or executive order relating thereto, and (b) the Patriot Act. No part of the proceeds of the Term Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or (iii) engage anyone else acting in an official capacity, in order to obtain, retain or conspire to engage direct business or obtain any improper advantage, in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any violation of the prohibitions set forth in any Anti-Terrorism Law United States Foreign Corrupt Practices Act of 1977, as amended (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith“FCPA”).

Anti-Terrorism Laws. (ia) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (iib) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Affiliates is any of the following: (1i) a person or entity 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 on behalf of, any Person that is listed on the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and or blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(i), (2ii), (iii) or (v) above or, to the knowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest 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 purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall . (1d) conduct any business No broker or engage in making or receiving any contribution of funds, goods or services to or other agent (other than the Arranger) is acting for the benefit of the Borrower or any Prohibited Person, (ii) deal inof its Affiliates, or otherwise engage benefiting in any transaction relating tocapacity, any property or interests in property blocked pursuant to each case in connection with the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Loan Documents.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe US Borrower, Borrower and any Subsidiary or any director, officer, employee or, to the knowledge of any Borrower’s Subsidiaries , agent of any of the foregoing is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe US Borrower, Borrower and any Subsidiary or any director, officer, employee or, to the knowledge of any Borrower’s Subsidiaries shall , agent of any of the foregoing is any of the following (1each a “Blocked Person”): (i) conduct a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Agent or Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in Executive Order No. 13224); (v) a Person that is named as a “specially designated national” on the most current list published by the US Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person affiliated or associated with any Person described in Section 3.21(b)(i) through Section 3.21(b)(v) above. (c) None of the US Borrower, any Subsidiary or any director, officer, employee or, to the knowledge of any Borrower, agent of any of the foregoing acting in any capacity in connection with the Loans, Letters of Credit, the Transactions or the other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None Neither the Seller, nor any of Parent Guarantorits Subsidiaries nor, Borrower and Borrower’s Subsidiaries to the knowledge of the Seller, any of its Affiliates is in violation of any laws or regulations 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (iib) None of Parent GuarantorNeither the Seller, Borrower and Borrower’s Subsidiaries, or nor any of their brokers its Subsidiaries nor, to the knowledge of the Seller, any Affiliate or broker or other agents agent of them or their respective Subsidiaries acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Scheduled Receivables hereunder is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled Controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom any Lender which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5v) a person or entity Person that is named as a “"specially designated national and blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Seller, nor any of Parent Guarantorits Subsidiaries nor, Borrower and Borrower’s to the knowledge of the Seller, is any broker or other agent of them or any of their respective Subsidiaries acting in any capacity in connection with this Agreement (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in paragraph (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. No Obligor, Subsidiary or, to such Obligor’s knowledge, Affiliate, nor, to such Obligor’s knowledge, any brokers or other agents of any such Person acting or benefiting in any capacity in connection with the Loans hereunder, (ia) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries is in violation of any laws of the United States or regulations any state thereof 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. , signed into law October 26, 2001 (iithe “USA Patriot Act”); (b) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: Person (1i) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; , (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, of the Executive Order; , (3iii) a person or entity with whom any Lender which Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; , (4iv) a person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or , or (5v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. USA Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. ; (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1c) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Person described in clause (2b) above; (d) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, ; or (iiie) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None Neither the Borrower nor any of Parent Guarantorthe Restricted Subsidiaries nor any director, officer, agent or employee of the Borrower and Borrower’s Subsidiaries or any Restricted Subsidiary (in their capacities as such) is in violation of any laws or regulations 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 107-56in any material respects. (iib) None Neither the Borrower nor any of Parent Guarantor, the Restricted Subsidiaries nor any director or officer of the Borrower and Borrower’s Subsidiaries, or any Restricted Subsidiary acting in any capacity in connection with the Loans, the Letters of their brokers Credit, the Transactions or the other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” transactions hereunder, is any of the following:following (each a “Blocked Person”): (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive OrderOrder No. 13224); or (5iv) a person or entity Person that is named as a “specially designated national and blocked personnational” on the most current list published by the U.S. United States Treasury Department Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Borrower nor any of Parent Guarantor, the Restricted Subsidiaries nor any director or officer of the Borrower and Borrower’s Subsidiaries or any Restricted Subsidiary (1acting in their capacities as such) (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224. (d) Neither 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, Borrower nor any of the prohibitions set forth Subsidiaries nor any director or officer of the Borrower or any Subsidiary acting in any capacity in connection with the Loans, the Letters of Credit, the Transactions or the other transactions hereunder is a Sanctioned Person. (e) The Borrower has implemented and maintains in effect policies and procedures with the intention to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers and employees (in their capacities as such) with Sanctions and Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage Laws in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)all material respects.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any other Obligor or any of their Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiariesany other Obligor or any of their Affiliates, or any of their brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1A) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2B) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3C) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4D) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5E) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Borrower or any other Obligor, Borrower and Borrower’s Subsidiaries any of their Affiliates or any of their brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii3) 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. None of Parent Guarantor, . (iv) Borrower and Borrower’s Subsidiaries the other Obligors shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s and the other Obligors’ compliance herewith).

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Loan Parties or, Borrower and to the knowledge of any of the Borrower’s Subsidiaries , any of their Affiliates is in violation of any laws or regulations 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 107-107 56. (iib) None No Loan Party or, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, or any of their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of or such list. (iiic) None No Loan Party or, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None No Credit Party or any of Parent Guarantorits subsidiaries, and to the knowledge of the Borrower and Borrower’s Subsidiaries Representative, no director, officer, employee, agent or Affiliate of each such Credit Party or any such subsidiary, is (x) in violation of any laws Sanctions, or regulations (y) in material violation of any Anti-Corruption Laws, AML Legislation or any applicable law relating to terrorism or money laundering (together with Sanctions, collectively, “Anti-Terrorism Laws”), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the USA Patriot Act, the laws and regulations administered by OFAC, the Trading with the Enemy Act (12 U.S.C. §95), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism International Emergency Economic Powers Act of 2001, Public Law 107(50 U.S.C. §§1701-561707). (iib) None Neither any Credit Party, nor any of Parent Guarantorits subsidiary, nor, to the knowledge of the Borrower and Borrower’s SubsidiariesRepresentative, or any of their brokers respective Affiliates, officers, directors, employees or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” agents, is any of the following: (1i) a person Prohibited Person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or Person controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Ordera Prohibited Person; (3ii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; (iii) a Person who is located, incorporated, organized or ordinarily resident in a Sanctioned Jurisdiction; (iv) a Person who has any assets located in a Sanctioned Jurisdiction, in violation of Sanctions; or (5v) a person Person who derives revenues from investments in, or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office transactions with Prohibited Persons or in Sanctioned Jurisdictions, in violation of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such listSanctions. (iiic) None The proceeds of Parent Guarantorthe Loans and the Letters of Credit will not be used by any Borrower or any of its subsidiaries to fund any operations in, Borrower and Borrower’s Subsidiaries (1) conducts finance any business investments or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals activities in, or make any payments to, a Prohibited Person or Person in a Sanctioned Jurisdiction in violations of Sanctions, or otherwise engages used 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 manner that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in would violate any Anti-Terrorism Law. None of Parent GuarantorLaws or the FCPA by any Person (including any Lender, Borrower and Borrower’s Subsidiaries shall (1) conduct any business Lender Counterparty or engage in making other individual or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage entity participating in any transaction relating to, any property or interests transaction). (d) Each of the Credit Parties and its subsidiaries has implemented and maintains in property blocked pursuant effect policies and procedures reasonably designed to the Executive Order or any other ensure compliance with all applicable Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Laws.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries Parties or any Affiliate of any Borrower Party is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (ii) None of Parent Guarantorthe Borrower Parties, or any Affiliate of any Borrower Party, or, to the knowledge of any Borrower Party, their respective agents acting or benefiting in any capacity in connection with the Loans or the other transactions hereunder, is any of the following (each a “Blocked Person”): (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (C) a Person with which the Administrative Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (D) a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive Order No. 13224); (E) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (F) a Person affiliated or associated with any Person in Section 5.1(dd)(i) through and Borrower’s Subsidiaries shall including Section 5.1(dd)(ii) above. (1iii) conduct No Borrower Party or to the knowledge of any Borrower Party, any of its agents acting in any capacity in connection with the Loans or the other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (iib) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (ia) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (iib) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Affiliates is any of the following: (1i) a person or entity 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 on behalf of, any Person that is listed on the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity Person who commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5v) a person or entity Person that is named as a “"specially designated national and or blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(i), (2ii), (iii) or (v) above or, to the knowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest 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 purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall . (1d) conduct any business No broker or engage in making or receiving any contribution of funds, goods or services to or other agent (other than the Arranger) is acting for the benefit of the Borrower or any Prohibited Person, (ii) deal inof its Affiliates, or otherwise engage benefiting in any transaction relating tocapacity, any property or interests in property blocked pursuant to each case in connection with the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Loan Documents.

Anti-Terrorism Laws. (ia) None Neither US Company nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries is in violation (other than immaterial, unknowing or unintentional violations) of any legal requirement relating to any laws or regulations relating with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”) and the Uniting Patriot Act. Neither US Company nor any of its Subsidiaries and, to the knowledge of US Company and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act each of 2001, Public Law 107-56. (ii) None of Parent Guarantor, Borrower and Borrower’s its Subsidiaries, no director, officer, employee, agent, Affiliate or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” representative thereof, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or it otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or; (5v) a person or entity Person that is (A) named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list; (B) included on HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List; or (C) included on any similar list enforced by any other relevant sanctions authority; (vi) a Person that is currently the subject or target of Sanctions; or (vii) located, organized or resident in a Designated Jurisdiction. (iiib) None Neither US Company nor any of Parent Guarantorits Subsidiaries and, Borrower to the knowledge of US Company and Borrower’s Subsidiaries each of its Subsidiaries, no director, officer, employee, agent, Affiliate or representative thereof, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Persona Person described in Section 8.33(a), (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (iib) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Affiliates is any of the following: (1i) a person or entity 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 on behalf of, any Person that is listed on the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and or blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(i), (2ii), (iii) or (v) above or, to the knowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest 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 purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None . (d) No broker or other agent (other than the Arrangers in connection with the syndication of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1the credit facilities established by this Agreement) conduct any business or engage in making or receiving any contribution of funds, goods or services to or is acting for the benefit of the Borrower or any Prohibited Person, (ii) deal inof its Affiliates, or otherwise engage benefiting in any transaction relating tocapacity, any property or interests in property blocked pursuant to each case in connection with the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Loan Documents.

Anti-Terrorism Laws. (ia) None No Loan Party or, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries shall nor, to the knowledge of the Loan Parties, any Affiliate of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (1each a "Blocked Person"): (i) conduct a person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a person that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (v) a person that is named as a "specially designated national" on the most current list published by the United States Treasury Department's Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a person who is affiliated or associated with any person described above. (c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (i) None of Parent Guarantorthe Loan Parties nor, Borrower and Borrower’s Subsidiaries to the Knowledge of the Loan Parties after due investigation, any Affiliate of any Loan Party, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (ii) None of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries shall nor, to the Knowledge of the Loan Parties after due investigation, any Affiliate of any Loan Party, or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”): (1) conduct a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (2) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (3) a Person or entity with which any Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (5) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or (6) a Person or entity who is Affiliated with a Person or entity listed above. (iii) No Loan Party or, to the Knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person, or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None No Obligor or, to its knowledge, any of Parent Guarantor, Borrower and Borrower’s Subsidiaries its Affiliates is in violation of any laws or regulations 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”) ), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56Patriot Act. (iib) None of Parent GuarantorNo Obligor or, Borrower and Borrower’s Subsidiariesto its knowledge, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Affiliates is any of the following: (1i) a person or entity Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC or any list of Persons issued by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on the Annex todate hereof, or any similar list issued by OFAC (collectively, the “OFAC Lists”), or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom any Lender such Obligor is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and or blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None No Obligor or, to its knowledge, any of Parent Guarantor, Borrower and Borrower’s Subsidiaries its Affiliates (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(i), (2ii) or (v) above or, to the knowledge of such Obligor, clause (b)(iii) or (iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property Property or interests interest in property 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 purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None Neither the Obligors nor any of Parent Guarantortheir Subsidiaries, Borrower nor, to the best of their knowledge, any Persons holding any legal or beneficial interest whatsoever in any Obligor or in their respective Subsidiaries (whether directly or indirectly) (x) are named on the list of Specially Designated Nationals and Borrower’s Subsidiaries shall Blocked Persons maintained by OFAC or any list of Persons issued by OFAC pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as in effect on the date hereof, or any similar list issued by OFAC (1collectively, the “OFAC Lists”); (y) conduct any business are Persons determined by the Secretary of the Treasury of the United States to be owned by, controlled by, acting for or engage in making or receiving any contribution of fundson behalf of, goods providing assistance, support, sponsorship, or services to or for the benefit of any Prohibited Person, (ii) deal inkind to, or otherwise engage associated with any of the Persons referred to or described in the OFAC Lists; or (z) to their knowledge have conducted business with or engaged in any transaction relating to, with any property or interests Person identified in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, (x) or (iiiy) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)above.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Loan Parties, Borrower and Borrower’s their Subsidiaries or any of their respective directors, managers, officers, or employees, or any controlled Affiliates, agents, representatives, or other Persons acting for or on behalf of any Loan Parties is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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 Anti-Terrorism Laws. (b) None of the prohibitions set forth Loan Parties, their Subsidiaries or any of their respective directors, managers, officers, or employees or any controlled Affiliates of any Loan Parties, or their respective agents, representatives, or other Persons acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each, a “Blocked Person”): (i) a Person that is blocked pursuant to any of the OFAC Sanctions Programs, including a Person named on OFAC’s list of Specially Designated Nationals and Blocked Persons; (ii) a Person that is owned or controlled by, or that owns or controls, or that is acting for or on behalf of, any Person described in clause (i), above; (iii) a Person with which ▇▇▇▇▇▇ is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law. ; or (iv) a Person that is affiliated or associated with a Person described in clauses (i) through (iii), above. (c) None of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries shall or any of their controlled Affiliates (1A) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (iiB) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to any OFAC Sanctions Programs. (d) Without limiting or contradicting (or being limited or contradicted by) the Executive Order foregoing, (x) no Covered Entity is a Sanctioned Person and (y) no Covered Entity, either in its own right or through any other third party, (A) has any of its assets in a Sanctioned Jurisdiction 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 (iii) engage derives any of its income from Investments in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violatetransactions with, any Sanctioned Jurisdiction or Sanctioned Person in violation of the prohibitions set forth in any Anti-Terrorism Law Law; or (and Borrower shall deliver to Administrative Agent C) engages in any certification dealings or other evidence requested from time to time transactions prohibited by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)any Anti-Terrorism Law.

Anti-Terrorism Laws. (ia) None Neither the Borrower, the Guarantor nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries is in violation of any laws or the foreign assets control regulations relating to terrorism or money laundering of the U.S. Treasury Department’s Office of Foreign Asset Control (“Anti-Terrorism LawsOFAC”) (31 CFR, Subtitle B, Chapter V, as amended), including Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”) ), the Act or, to the knowledge of the Guarantor and the Uniting Borrower, any sanctions or requirements imposed under similar laws or regulations enacted or enforced by the European Union or Her Majesty’s Treasury of the United Kingdom required to be observed by the Guarantor and Strengthening America by Providing Appropriate Tools Required its Subsidiaries (collectively, the “Anti-Terrorism Laws”), in each case in which could reasonably be expected to Intercept and Obstruct Terrorism Act have a Material Adverse Effect or except as described in the Guarantor’s filings of 2001Forms 10-K, Public Law 10710-56. (ii) None of Parent GuarantorQ or 8-K. Neither the Borrower, Borrower and Borrower’s Subsidiaries, or the Guarantor nor any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Subsidiaries is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list; or (iv) to the knowledge of the Guarantor and the Borrower, a Person that is subject to any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the European Union or Her Majesty’s Treasury of the United Kingdom required to be observed by the Guarantor and its Subsidiaries. (iiib) None Neither the Borrower, the Guarantor nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Persona Person described in Section 3.12, (2ii) 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. None ; provided that to the extent the foregoing representation pertains to Anti-Terrorism Laws of Parent the European Union or Her Majesty’s Treasury of the United Kingdom, such representation is made only to the knowledge of the Guarantor and Borrower.” (xvi) The first sentence of Section 4.02 of the Credit Agreement is hereby amended by inserting the text “(other than any conversion or continuation of any Loan)” immediately following the word “Borrowing” appearing therein. (xvii) Section 5.06 of the Credit Agreement is hereby amended by inserting the following sentence at the conclusion thereof: “The Borrower will not request any Borrowing, and the Borrower shall not, directly or indirectly, use or otherwise make available, and the Guarantor and the Borrower shall procure that its Subsidiaries and, to the knowledge of the Borrower and the Guarantor, Borrower its or their respective directors, officers and Borrower’s Subsidiaries employees shall (1) conduct not, directly or indirectly, use or otherwise make available, the proceeds of any Borrowing for the purpose of funding, financing or facilitating any activities, business or engage transaction of or with any Sanctioned Person, or in making any Sanctioned Country, except, in each case where such activities, business or receiving transaction does not violate any contribution of fundsapplicable Sanctions law required to be observed, goods or services to or for in any manner that would result in the benefit violation of any Prohibited Person, Sanctions required to be observed by any party hereto.” (xviii) Section 5.13 of the Credit Agreement is hereby amended by (x) deleting the text “First Amendment Effective Date” appearing in clause (ii) deal in, or otherwise engage therein and inserting the text “Second Amendment Effective Date” in any transaction relating to, any property or interests lieu thereof and (y) inserting the text “not in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any excess of the prohibitions set forth principal amount thereof (except as grossed up for the customary fees and expenses incurred in connection with such financing and except as a result of the capitalization or accretion of interest)” immediately following the text “and any Anti-Terrorism Law Refinancings thereof”. (xix) Clause (k) of Article VI of the Credit Agreement is hereby amended by deleting the text “$55,000,000” and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time inserting the text “$150,000,000” in lieu thereof. (xx) Section 9.05 of the Credit Agreement is hereby amended by Administrative Agent adding the following new clause (h) in its reasonable discretion, confirming Borrower’s compliance herewith).the appropriate alphabetical order:

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower and Borrower▇▇▇▇▇▇▇▇’s Subsidiaries is in violation of any Sanctions Laws and Regulations or any other laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their respective directors, officers, brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower▇▇▇▇▇▇▇▇’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower▇▇▇▇▇▇▇▇’s compliance herewith).. Borrower shall not request any Loan or Facility Letter of Credit, and Borrower shall not use, and Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Facility Letter of 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 violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions Laws and Regulations

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Company nor any of its Subsidiaries and, Borrower and Borrower’s Subsidiaries is to the Knowledge of the Company, none of their respective Affiliates are in violation of any laws or regulations 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”) ), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (iib) None of Parent Guarantorthe Company and its Subsidiaries and, Borrower and Borrower’s Subsidiariesto the Knowledge of the Company, or any none of their respective Affiliates, brokers or and other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Investment is any of the following: (1i) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5iv) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiiv) None of Parent Guarantorthe Company and its Subsidiaries and, Borrower to the Knowledge of the Company, none of their respective Affiliates, brokers and Borrower’s Subsidiaries other agents acting in any capacity in connection with the Investment (1i) conducts any business or engages in making or receiving any material contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in paragraph (b) above, or (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).;

Anti-Terrorism Laws. (a) None of the Loan Parties, nor any Subsidiary of the Borrower or any director, officer or employee thereof, nor, to the Borrower’s knowledge, any agent or representative of the Borrower acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder or any of its Subsidiaries, is, or is owned or controlled by any of the following (each a “Blocked Person”): (i) None a Person that is currently subject to any U.S. sanctions administered or enforced by the Office of Parent Guarantor, Borrower and Borrower’s Subsidiaries is in violation Foreign Assets Control of any laws or regulations relating to terrorism or money laundering the U.S. Treasury Department (“Anti-Terrorism LawsOFAC”), 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.; (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person that is located, organized or entity who resident in a country or territory that is the subject of U.S. sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria); (v) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; orOrder No. 13224; (5vi) a person or entity Person that is named as a “specially designated national and blocked personnational” on the most current list published by the U.S. United States Treasury Department Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vii) a Person who is affiliated or associated with a person listed above. (iiib) None of Parent GuarantorNo Loan Party, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of fundsor, goods or services to or for the benefit knowledge of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating toLoan Party, any property of its Subsidiaries, is in violation of any Anti-Terrorism Law 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. None . (c) No Loan Party, or to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries shall any of its agents acting in any capacity in connection with the Term Loans or other transactions hereunder (1i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224. (d) The Borrower will not, directly or indirectly, use the proceeds of the Term Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person for the purpose of funding or financing the activities of any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of any U.S. sanctions administered by OFAC, or in any other manner that will result in a violation of Anti-Terrorism LawLaws by any Person. (e) To the extent applicable, each of the Borrower and its Subsidiaries is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Patriot Act. No part of the proceeds of the Term Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or (iii) engage anyone else acting in an official capacity, in order to obtain, retain or conspire to engage direct business or obtain any improper advantage, in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any violation of the prohibitions set forth United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and the Borrower and its Subsidiaries and affiliates have conducted their businesses in any Anti-Terrorism Law (compliance in all material respects with the FCPA and Borrower shall deliver have instituted and maintain and will continue to Administrative Agent any certification or other evidence requested from time maintain policies and procedures designed to time by Administrative Agent promote and achieve compliance with the FCPA in its reasonable discretion, confirming Borrower’s compliance herewith)all material respects and this Section 4.22.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any other Obligor or any of their Affiliates is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-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. (ii) None of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiariesany other Obligor or any of their Affiliates, or any of their brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1A) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2B) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3C) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4D) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5E) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Borrower or any other Obligor, Borrower and Borrower’s Subsidiaries any of their Affiliates or any of their agents acting in any capacity in connection with the Loan (1) to the best of the Borrower’s knowledge, conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) to the best of the Borrower’s knowledge, deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii3) 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. None of Parent Guarantor, . (iv) The Borrower and Borrower’s Subsidiaries the other Obligors shall not (1) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming the Borrower’s and the other Obligors’ compliance herewith).

Anti-Terrorism Laws. (i1) None Neither of Parent Guarantorthe Borrower nor, Borrower and Borrower’s Subsidiaries to the Knowledge of any of the Transaction Parties, any of their Affiliates is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 2423, 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 107-5656 (signed into law on October 26, 2001) (the “USA Patriot Act”). (ii2) None Neither of Parent Guarantorthe Borrower nor, Borrower and Borrower’s Subsidiariesto the Knowledge of any of the Transaction Parties, or any of their brokers or other agents Affiliates acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loan is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked personPerson” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iii3) None Neither of Parent Guarantorthe Borrower nor, Borrower and to the Knowledge of any Transaction Party or any of Borrower’s Subsidiaries Subsidiary Entities, any of their Affiliates acting in any capacity in connection with the Loan (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (2) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. Tenant represents and warrants to and covenants with Landlord that (i) None neither Tenant nor any of Parent Guarantorits owners or affiliates currently are, Borrower and Borrower’s Subsidiaries is or shall be at any time during the Term, in violation of any laws or regulations Laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 2001, and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (the “Executive Order”OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, 2001 (Public Law 107-56. ) (the “USA Patriot Act”); (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or neither Tenant nor any of their brokers its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or other agents acting with respect to is or benefiting from this Agreement is shall be during the term hereof a Prohibited Person. A “Prohibited Person” which is any of the following: defined as follows: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named identified as a “specially designated national Specially Designated National and blocked person” Blocked Person on the then-most current list published by the U.S. Treasury Department Office of Foreign Asset Control OFAC at its official website website, ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list. , and (2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, or associated with terrorism or money laundering pursuant to regulations promulgated in connection with the USA Patriot Act; and (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services Tenant has taken appropriate steps to or for understand its legal obligations under the benefit of any Prohibited Person, (2) 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 and has implemented appropriate procedures to assure its continued compliance with such laws. None of Parent GuarantorTenant hereby agrees to defend, Borrower indemnify, and Borrowerhold harmless Landlord, its officers, directors, agents and employees, from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s Subsidiaries shall (1fees and costs) conduct arising from or related to any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any Antitime and from time-Terrorism Law (and Borrower to-time during the Term, Tenant shall deliver to Administrative Agent any Landlord within ten (10) days after receipt of a written request therefor, a written certification or such other evidence requested from time reasonably acceptable to time by Administrative Agent in its reasonable discretion, Landlord evidencing and confirming BorrowerTenant’s compliance herewith)with this Section 51.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any other Obligor or any of their Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiariesany other Obligor or any of their Affiliates, or any of their brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “"Prohibited Person” " is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5) a person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Borrower or any other Obligor, Borrower and Borrower’s Subsidiaries any of their Affiliates or any of their brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, . (iv) Borrower and Borrower’s Subsidiaries the other Obligors shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s 's and the other Obligors' compliance herewith).

Anti-Terrorism Laws. (ia) None No Group Member or any Affiliate of Parent Guarantor, Borrower and Borrower’s Subsidiaries any Group Member is in violation of any laws or (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations relating to terrorism or money laundering of the United States Treasury Department (“Anti-Terrorism Laws”)31 CFR, including Executive Order No. 13224 on Terrorist FinancingSubtitle B, effective September 24Chapter V, 2001 (the “Executive Order”as amended) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001any other enabling legislation or executive order relating thereto, Public Law 107-56. (ii) None the PATRIOT Act or (iii) or any other similar anti-terrorism laws. No part of Parent Guarantorthe proceeds of the Loans or the Revolving Extensions of Credit will be used, Borrower and Borrower’s Subsidiariesdirectly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of their brokers the United States Foreign Corrupt Practices Act of 1977, as amended. No Group Member or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” Affiliate of any Group Member is any of the following:following (each a “Blocked Person”): (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 (the “Executive Order”); (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (3iii) a person Person or entity with whom which any Lender bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; orOrder No. 13224; (5v) a person Person or entity that is named as a “specially designated national and blocked personnational” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.; or (iiivi) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries a Person or entity who is affiliated with a Person or entity listed above. No Group Member knowingly (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (iib) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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 - 42 - 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Borrower, Borrower and Borrower’s International Farmland Holdings or any of their respective Subsidiaries is in violation of any laws or regulations 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 107-5656 (the “Patriot Act”). (iib) None of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, International Farmland Holdings or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” respective Subsidiaries is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom any Lender is which the Lenders are prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None of Parent Guarantorthe Borrower, Borrower and Borrower’s International Farmland Holdings or any of their respective Subsidiaries (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(ii) above, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower The Company and Borrower’s its Subsidiaries is are not in violation of any laws or regulations requirement of law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including including, without limitation, 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 107-5656 and Canadian Anti-Money Laundering & Anti-Terrorism Legislation. (ii) None To the knowledge of Parent Guarantorthe Company, Borrower and Borrower’s Subsidiaries, neither the Company nor its Subsidiaries or any of their brokers broker or other agents agent of the Company or its Subsidiaries acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Transaction is any of the following: following (1A) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; ; (2B) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; ; (3C) a person or entity with whom any Lender which the Plan Sponsors is prohibited from dealing or otherwise engaging in any transaction by any Anti-Anti- Terrorism Law; ; (4D) a person or entity who that commits, threatens or conspires to commit acts of, or supports supports, “terrorism” as defined in the Executive Order; or or (5E) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iii) None To the knowledge of Parent Guarantorthe Company, Borrower and Borrower’s neither the Company nor any of its Subsidiaries (1A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in clause (ii) above, (2B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iiiC) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries No Credit Party is in violation of any laws or regulations Applicable Law relating to terrorism or money laundering including the Canadian Anti-Money Laundering & Anti-Terrorism Legislation (“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorist Terrorism 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, ). No Credit Party or any of their brokers or other agents agent acting with respect to or benefiting from this Agreement in any capacity in connection with the Loans is a Prohibited Person. A “Prohibited Person” is any of the following: (1a) a person or entity Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; , (2b) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; , (3c) a person or entity Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; , (4d) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or , (5e) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. list or (iiif) None of Parent Guarantora Canadian Blocked Person. No Credit Party or, Borrower and Borrower’s Subsidiaries to the Credit Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in the preceding sentence, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any 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 the Anti-Terrorism LawLaws. None Notwithstanding the foregoing, the representations given in this Section 7.26 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order Canada or any other Anti-Terrorism Law, province thereof and that carries on business in whole or (iii) engage in or conspire to engage part in any transaction that evades or avoids, or has Canada within the purpose meaning of evading or avoiding, or attempts to violate, any Section 2 of the prohibitions set forth Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act (Canada) insofar as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any Anti-Terrorism Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)similar law.

Anti-Terrorism Laws. (a) No Transaction Party, none of its Subsidiaries and, to the knowledge of each Transaction Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Transaction Party, such Subsidiary or Affiliate (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries has violated or is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”)Laws or (ii) has engaged or engages in any transaction, including Executive Order No. 13224 on Terrorist Financinginvestment, effective September 24undertaking or activity that conceals the identity, 2001 (source or destination of the proceeds from any category of offenses designated in the “Executive Order”) Forty Recommendations” and “Nine Special Recommendations” published by the Uniting Organisation for Economic Co-operation and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56Development’s Financial Action Task Force on Money Laundering. (iib) None No Transaction Party, none of Parent Guarantorits Subsidiaries and, Borrower to the knowledge of each Transaction Party, none of its Affiliates and Borrower’s Subsidiariesnone of the respective officers, or any of their directors, brokers or other agents of such Transaction Party, such Subsidiary or such Affiliate acting or benefiting in any capacity, in connection with this Agreement, the Applicable PESRM Transaction Documents, the PESIC-PESRM ISDA Master Agreement or the PESRM-MLC ISDA Master Agreement, and any transaction hereunder or thereunder, is an Embargoed Person. (c) No Transaction Party, none of its Subsidiaries and, to the knowledge of each Transaction Party, none of its Affiliates and none of the respective officers, ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. directors, brokers or agents of such Transaction Party, such Subsidiary or such Affiliate acting or benefiting from in any capacity in connection with this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions ofAgreement, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions ofApplicable PESRM Transaction Documents, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in PESIC-PESRM ISDA Master Agreement and any transaction by any Anti-Terrorism Law; hereunder or thereunder, (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Embargoed Person, (2ii) deals in, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order, any Anti-Terrorism Law 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None Neither US Company nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries is in violation (other than immaterial, unknowing or unintentional violations) of any legal requirement relating to any laws or regulations relating with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”) and the Uniting Patriot Act. Neither US Company nor any of its Subsidiaries and, to the knowledge of US Company and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act each Borrower, no agent of 2001, Public Law 107-56. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, US Company or any of their brokers its Subsidiaries acting on behalf of US Company or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” any of its Subsidiaries, as the case may be, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or it otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiib) None Neither US Company nor any of Parent Guarantorits Subsidiaries and, Borrower to the knowledge of US Company and each Borrower’s , no agent of US Company or any of its Subsidiaries acting on behalf of US Company or any of its Subsidiaries, as the case may be, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Persona Person described in Section 8.33(a), (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantorthe Borrower, Borrower and any of its Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of its other Affiliates is in violation of any laws or regulations 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 107-56Patriot Act. (ii) None of Parent Guarantorthe Borrower, Borrower and any of its Subsidiaries or, to the Borrower’s Subsidiariesknowledge, any of its other Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Facility is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Anti- Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantorthe Borrower, Borrower and any of its Subsidiaries or, to the Borrower’s Subsidiaries knowledge, any of its other Affiliates or any of its brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii3) 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-Anti- Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None To the best of Parent Guarantorthe Borrowers’ knowledge, Borrower and Borrower’s Subsidiaries no Loan Party nor to the Borrowers’ knowledge any Affiliate of a Loan Party, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. (b) To the best of the Borrowers’ knowledge, no Loan Party, nor to the Borrowers’ knowledge any Affiliate of a Loan Party, or its respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each, a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. None 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Parent GuarantorForeign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person or entity listed above. (c) To the best of the Borrowers’ knowledge, Borrower and Borrower’s Subsidiaries shall no Loan Party nor, to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans or other transactions hereunder (1i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person, or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None No Loan Party nor, to the knowledge of Parent Guarantorany of the Loan Parties, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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.USA PATRIOT Act; (iib) None The Loan Parties and, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries, or any of their its brokers or other agents acting in any capacity in connection with respect the Loans have conducted their business in compliance with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws; (c) No Loan Party or, to the knowledge of any of the Loan Parties, any of their Affiliates or their Affiliates or their respective brokers or other agents acting or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or; (5v) a person or entity Designated Person; (vi) a Person that is named as owned or controlled by a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website Designated Person; (vii) located, organized or any replacement website or other replacement official publication of such listresident in a Sanctioned Country. (iiid) None of Parent GuarantorNo Loan Party or, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit knowledge of any Prohibited Loan Party, any of its brokers or other agents acting in any capacity in connection with the Loans (i) has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (x) with any Designated Person, (2y) in any Sanctioned Country, or (z) otherwise in violation of Sanctions, (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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (a) None of Holdings, the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent or employee or Affiliate of any of the foregoing, is (i) None a Person on the list of Parent Guarantor“Specially Designated Nationals and Blocked Persons” or (ii) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”); and the Borrower will not directly or, Borrower to the knowledge of the Borrower, 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, except to the extent licensed or otherwise approved by OFAC. (b) To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, and (ii) the USA PATRIOT Act. (c) No part of the proceeds of any Loan will be used, directly or, to the knowledge of the Borrower’s Subsidiaries is , indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act of 1977. (d) The representations and warranties contained in this Section 3.17 made by any laws Foreign Subsidiary, solely with respect to itself, are subject to any Requirements of Law applicable to such Foreign Subsidiary; provided that to the extent any such Foreign Subsidiary cannot, as a result of Requirements of Law, make any of the representations or regulations warranties contained in clauses (a), (b) or (c) above, then such Foreign Subsidiary shall be in compliance in all material respects with the equivalent Requirements of Law, if any, relating to terrorism anti-terrorism, anti-corruption 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 applicable to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of such Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent Subsidiary in its reasonable discretion, confirming Borrower’s compliance herewith)local jurisdiction.

Anti-Terrorism Laws. (ia) None Neither the Borrower nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries is in violation (other than immaterial unknowing or unintentional violations) of any legal requirement relating to any laws or regulations relating with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”) and the Uniting and Strengthening America by Providing Appropriate Tools Required Patriot Act. Neither the Borrower nor any of its Subsidiaries and, to Intercept and Obstruct Terrorism Act the knowledge of 2001the Borrower, Public Law 107-56. (ii) None no agent of Parent Guarantor, the Borrower and Borrower’s Subsidiaries, or any of their brokers its Subsidiaries acting on behalf of the Borrower or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” any of its Subsidiaries, as the case may be, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or it otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiib) None Neither the Borrower nor any of Parent Guarantorits Subsidiaries and, to the knowledge of the Borrower, no agent of the Borrower and Borrower’s or any of its Subsidiaries acting on behalf of the Borrower or any of its Subsidiaries, as the case may be, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals in, or otherwise engages a Person described 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewithSection 4.27(a).,

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Loan Parties or, Borrower and Borrower’s Subsidiaries to the knowledge of any of the Loan Parties, any of their Affiliates is in violation of any laws or regulations relating to terrorism or money laundering (“Anti"ANTI-Terrorism Laws”TERRORISM LAWS"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) "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. (iib) None No Loan Party or, to the knowledge of Parent Guarantorany of the Loan Parties, Borrower and Borrower’s Subsidiaries, or any of their Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5v) a person Person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None No Loan Party or, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries any of its brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, Neither Borrower and Borrower’s Subsidiaries nor any Borrower Affiliate is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None ; or is any of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall the following (each a "Blocked Person"): (1) conduct a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (2) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (3) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (5) a Person or entity that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (6) a Person who is affiliated with a Person listed above. Neither Borrower nor any of its Affiliates conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal Blocked Person or deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None No Loan Party or, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries shall nor, to the knowledge of the Loan Parties, any Affiliate of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (1each a "BLOCKED PERSON"): (i) conduct a person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a person that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (v) a person that is named as a "specially designated national" on the most current list published by the United States Treasury Department's Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a person who is affiliated or associated with a person listed above. (c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. The District hereby represents and warrants that: (ia) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries The District is not in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject applicable to the provisions of, the Executive Order; (2) a person District or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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 engaged in or conspires conspiring 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. (b) Neither the District nor any of its agents acting or benefiting in any capacity in connection with this Agreement or other transactions hereunder, is any of the following (each a “Blocked Person”); (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. None 13224; a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person or entity with which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iii) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (iv) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Parent GuarantorForeign Asset Control (“OFAC”) at its official website: http:▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any replacement website or other replacement official publication of such list; (v) a Person who is affiliated with a Person listed above; or (vi) a Person who is listed on any other list of terrorist or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive order. The above-referenced lists contained in this Section 27 are collectively referred to as the “OFAC Lists.” (c) Neither the District nor, Borrower and Borrower’s Subsidiaries shall to its knowledge, any of its agents acting in any capacity in connection with this Agreement or other transactions hereunder (1i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224. (d) The District and its agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224, (iii) permit the transfer of any interest in either the District or its agents to any Blocked Person or any other Anti-Terrorism Law, beneficial owner of such Blocked Person or (iiiiv) engage in or conspire 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 (the Executive Order No. 13224 or the USA Patriot Act. The District acknowledges that pursuant to the requirements of the USA Patriot Act, the Lender is required to obtain, verify and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)record information that identifies the District.

Anti-Terrorism Laws. (ia) None Neither the Company nor, to its knowledge, any of Parent Guarantor, Borrower and Borrower’s Subsidiaries its Affiliates is in violation of any laws or regulations 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 107-5656 (the “Patriot Act”). (iib) None of Parent GuarantorNeither the Company nor, Borrower and Borrower’s Subsidiariesto its knowledge, or any of their brokers or other agents its Affiliates acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loan is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled Controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. US Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Company nor, to the Company’s knowledge, any of Parent Guarantor, Borrower and Borrowerthe Company’s Subsidiaries Affiliates acting in any capacity in connection with the Loan (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson known to the Company to be a Person described in clause (b)(ii) above, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None No Credit Party nor Guarantor nor any Subsidiary of Parent Guarantor, Borrower and Borrower’s Subsidiaries any Credit Party or Guarantor is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None . (b) No Credit Party nor Guarantor nor any Subsidiary of Parent any Credit Party or Guarantor, Borrower and Borrower’s Subsidiaries shall nor to the knowledge of any Credit Party or Guarantor, their respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (1each a “Blocked Person”): (i) conduct a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or (vi) a Person or entity who is affiliated or associated with a Person or entity listed above. No Credit Party nor Guarantor nor any Subsidiary of any Credit Party or Guarantor, nor to the knowledge of any Credit Party or Guarantor, their respective agents acting in any capacity in connection with the Loans or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person, or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Facility is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall . (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.29 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (ia) None Neither the Borrower nor any of Parent Guarantorthe Restricted Subsidiaries nor any director, officer, agent or employee of the Borrower and Borrower’s Subsidiaries or any Restricted Subsidiary (in their capacities as such) is in violation of any laws or regulations 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 107-56in any material respects. (iib) None Neither the Borrower nor any of Parent Guarantor, the Restricted Subsidiaries nor any director or officer of the Borrower and Borrower’s Subsidiaries, or any Restricted Subsidiary acting in any capacity in connection with the Loans, the Letters of their brokers Credit, the Transactions or the other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” transactions hereunder, is any of the following:following (each a “Blocked Person”): (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in the Executive OrderOrder No. 13224); or (5iv) a person or entity Person that is named as a “specially designated national and blocked personnational” on the most current list published by the U.S. United States Treasury Department Department’s Office of Foreign Asset Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Borrower nor any of Parent Guarantor, the Restricted Subsidiaries nor any director or officer of the Borrower and Borrower’s Subsidiaries or any Restricted Subsidiary (1acting in their capacities as such) (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224. (d) Neither 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, Borrower nor any of the prohibitions set forth Subsidiaries nor any director or officer of the Borrower or any Subsidiary acting in any Anti-Terrorism Law. None capacity in connection with the Loans, the Letters of Parent GuarantorCredit, the Transactions or the other transactions hereunder is a Sanctioned Person. (e) The Borrower has implemented and maintains in effect policies and procedures with the intention to promote and achieve compliance by the Borrower and Borrower’s its Subsidiaries shall and their respective directors, officers and employees (1in their capacities as such) conduct any business or engage with Sanctions and Anti- Terrorism Laws in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)all material respects.

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries is not in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is not a Prohibited Person. A “Prohibited Person” is any of the following: (1a) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2b) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3c) a person or entity with whom any Lender bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4d) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5e) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent GuarantorTo the Borrower’s Knowledge, Borrower and Borrower’s Subsidiaries (1) conducts has not conducted any business or engages engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) deals has not dealt in, or otherwise engages engaged in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or and (iii3) engages has not engaged in or conspires conspired to engage in any transaction that evades evaded or avoidsavoided, or has had the purpose of evading or avoiding, or attempts attempted to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None of Parent Guarantor, . (iv) The Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii2) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii3) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent the Lender any certification or other evidence requested from time to time by Administrative Agent the Lender in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.29 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Facility is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.29 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (ia) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (iib) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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 - 43 - 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Borrower retains its status as a publicly held company, the representations made in this Section 5.28 are limited to the Borrower’s knowledge with respect to Affiliates who are Affiliates due to ownership due to 10% or more of any class of voting securities.

Anti-Terrorism Laws. (ia) None To the extent applicable, neither the Borrower nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries is in violation of any legal requirement relating to U.S. economic sanctions or any laws or regulations relating with respect to terrorism or money laundering (“Anti-Terrorism Laws”)laundering, including Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”) ), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act to the extent applicable and the Uniting and Strengthening America laws administered by Providing Appropriate Tools Required the United States Treasury Department’s Office of Foreign Assets Control (each as from time to Intercept and Obstruct time in effect) (collectively, “Anti-Terrorism Act of 2001, Public Law 107-56Laws”). (iib) None of Parent Guarantor(w) the Borrower, Borrower and any of its Subsidiaries, or any of the Borrower’s directors or officers, or (x) to the knowledge of the Borrower, any of the directors or officers of any of the Borrower’s Subsidiaries, or (y) to the knowledge of the Borrower, any of their brokers the employees of the Borrower or other agents acting its Subsidiaries, or (z) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with respect to or benefiting benefit from this Agreement is a Prohibited Person. A “Prohibited Person” the credit facility established hereby, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Sanctioned Country or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such listSanctioned Person. (iiic) None Neither the Borrower nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries (1i) conducts any business with, or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personof, a Person described in Section 5.15(b)(i)-(v) above, except as permitted under U.S. law, (2ii) 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 applicable Anti-Terrorism Law. None Neither the Borrower nor its Subsidiaries nor (x) any of Parent Guarantor, Borrower and the Borrower’s Subsidiaries shall directors or officers or (1y) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violateBorrower’s knowledge, any of the prohibitions set forth directors or officers of any of the Borrower’s Subsidiaries or any Affiliate, employee, agent or representative of the Borrower or any of its Subsidiaries has with respect to the business of the Borrower or its Subsidiaries taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given, or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage, in each case in violation in any material respect of any applicable Anti-Corruption Law. (d) The Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of the Loans or any Letter of Credit or otherwise make available such proceeds or Letters of Credit to any Person described in Section 5.15(b)(i)-(v) above, for the purpose of financing the activities of any Person described in Section 5.15(b)(i)-(v) above or in any other manner that would violate any Anti-Terrorism Law Laws or applicable Sanctions. (e) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, applicable Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the officers and directors of the Borrower shall deliver and, to Administrative Agent the knowledge of the Borrower, each of the officers and directors of any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming of the Borrower’s Subsidiaries and each of the employees and agents of the Borrower and its Subsidiaries, are in compliance herewith)with applicable Anti-Terrorism Laws, applicable Anti-Corruption Laws and applicable Sanctions with respect to the business of the Borrower or its Subsidiaries. (f) No action, suit or proceeding is pending or, to the knowledge of the Borrower, threatened in writing, by or before any court or governmental or regulatory authorities or any arbitrator against the Borrower or any of its Subsidiaries for its or their violation in any material respect of applicable Anti-Corruption Laws or applicable Anti-Terrorism Laws.

Anti-Terrorism Laws. (ia) None Neither any Borrower nor, to the knowledge of Parent Guarantorany Borrower, Borrower and any of such Borrower’s Subsidiaries 's Affiliates is in violation of any laws or regulations 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. (iib) None Neither any Borrower nor, to the knowledge of Parent Guarantorany Borrower, Borrower and Borrower’s Subsidiaries, any Affiliate or any of their brokers broker or other agents agent of such Borrower acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;; or (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither any Borrower nor, to the knowledge of Parent Guarantorany Borrower, any broker or other agent of such Borrower and Borrower’s Subsidiaries acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in paragraph (b) above, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. (iib) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Affiliates is any of the following: (1i) a person or entity 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 on behalf of, any Person that is listed on the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom any Lender the Borrower is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and or blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Borrower nor, to the knowledge of Parent Guarantorthe Borrower, Borrower and Borrower’s Subsidiaries any of its Affiliates (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(i), (2ii), (iii) or (v) above or, to the knowledge of the Borrower, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest 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 purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall . (1d) conduct any business No broker or engage in making or receiving any contribution of funds, goods or services to or other agent is acting for the benefit of the Borrower or any Prohibited Person, (ii) deal inof its Affiliates, or otherwise engage benefiting in any transaction relating tocapacity, any property or interests in property blocked pursuant to each case in connection with the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Loan Documents.

Anti-Terrorism Laws. (ia) None No Group Member or any Subsidiary of Parent Guarantor, Borrower and Borrower’s Subsidiaries any Group Member is in violation of any laws or (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations relating to terrorism or money laundering of the United States Treasury Department (“Anti-Terrorism Laws”)31 CFR, including Executive Order No. 13224 on Terrorist FinancingSubtitle B, effective September 24Chapter V, 2001 (the “Executive Order”as amended) and any other enabling legislation or executive order relating thereto, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required PATRIOT Act or (iii) or any other similar anti-terrorism laws. No part of the proceeds of the Loans or the Revolving Extensions of Credit will be used, directly or indirectly, for any payments to Intercept and Obstruct Terrorism any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 20011977 or the United Kingdom Bribery Act of 2010, Public Law 107-56as amended. (iib) None No Group Member or Subsidiary of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” Group Member is any of the following:following (each a “Blocked Person”): (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive OrderOrder No. 13224; (3iii) a person Person or entity with whom which any Lender bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Antiapplicable anti-Terrorism Lawterrorism law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; orOrder No. 13224; (5v) a person Person or entity that is named as a “specially designated national and blocked personnational” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person or entity who is affiliated with a Person or entity listed above. (iiic) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries No Group Member knowingly (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Borrower, Borrower any Loan Party or any of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower’s Subsidiaries , to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (a) None of Parent Guarantorthe Borrower, Borrower any Loan Party or any of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees or agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person listed above. (b) None of the Borrower, any Loan Party or any of their respective Subsidiaries shall or their respective directors or officers (1limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees or agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None To the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries no Loan Party or any of its Affiliates is in violation of any laws or regulations 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 107-5656 (the “Act”). (iib) None To the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries, no Loan Party or any of its Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None To the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries no Loan Party or any of its brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries The Authority is not in violation of any laws or regulations Laws 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.Patriot Act; (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. The A “Prohibited Person” is uthority i s not any of the followingfd I owi ng: (1A) a person Person that i s I i sted i n the annex to, or entity i s otherwi se subject to the provisions of, the Executive Order; (B) a Person owned or contrdled by, or acting for or on behalf of, any Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2C) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom any Lender which either ▇▇▇▇▇▇ is prohibited from dealing or otherwise engaging in otherwi se engagi ng i n any transaction transacti on by any Anti-Terrorism LawA nti -Terrori sm L aw; (4D) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5E) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication repl acement offi ci al publ i cati on of such list.I i st; and (iiiii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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 best of the prohibitions set forth in any Anti-Terrorism Law. None of Parent GuarantorAuthority’s knowledge, Borrower and Borrower’s Subsidiaries shall the Authority (1A) does not conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in subsection (i) abcve, (iiB) does not deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, (C) does not engage i n or (iii) engage in or conspire conspi re to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Law.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe parties to this Agreement or any Affiliate thereof, Borrower and Borrower’s Subsidiaries is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe parties to this Agreement, Borrower and Borrower’s Subsidiaries shall or any Affiliate thereof, or their respective agents acting or benefiting in any capacity in connection with the Revolving Advances, Letters of Credit or other transactions hereunder, is any of the following (1each a "Blocked Person"): (i) conduct a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or (vi) a person or entity who is affiliated or associated with a person or entity listed above. (c) No party to this Agreement or to the knowledge of any such party, any of its agents acting in any capacity in connection with the Revolving Advances, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224. (d) The parties to this Agreement and their respective Affiliates and agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, No. 13224; or (iii) engage in or conspire 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 the Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law (and Law. Borrower shall deliver to Administrative Agent and Lenders any certification or other evidence requested from time to time by Administrative Agent or any Lender in its reasonable their respective discretion, confirming Borrower’s 's compliance herewith)with this Section 15.20.

Anti-Terrorism Laws. (ia) None No Loan Party and, to the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries none of its Affiliates is in violation of any laws or regulations Requirement of Law relating to terrorism or money laundering (“"Anti-Terrorism Laws”"), including U.S. 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. (iib) None No Loan Party and to the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries, no Affiliate or any of their brokers broker or other agents agent of any Loan Party acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5v) a person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control ("OFAC") at its official website or any replacement website or other replacement official publication of such list. (iiic) None No Loan Party and, to the knowledge of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries no broker or other agent of any Loan Party acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in paragraph (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None Neither Parent nor any of Parent Guarantorits Subsidiaries, Borrower and Borrower’s Subsidiaries nor, to the knowledge of Parent, any of its Affiliates is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”)laundering, including the regulations administered by OFAC and 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 PATRIOT Act (each, an “Anti-Terrorism Act of 2001, Public Law 107-56Law”). (iib) None Neither Parent nor, to the knowledge of Parent GuarantorParent, Borrower and Borrower’s Subsidiaries, or any of their its Affiliates, brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans, is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive OrderOrder or the OFAC regulations; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive OrderOrder or the OFAC regulations; (3iii) a person Person or entity with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive OrderOrder or the OFAC regulations; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither Parent nor, to the knowledge of Parent GuarantorParent, Borrower and Borrower’s Subsidiaries any of its Affiliates, brokers or other agents acting or benefiting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiariesor any of its Affiliates, or any of their its brokers or other agents acting with respect to or benefiting from this Agreement the Loan is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.. 13171960\V-5 (iii) None of Parent Guarantor, the Borrower and Borrower’s Subsidiaries or any of its Affiliates or any of its brokers or other agents acting in any capacity in connection with the Loan (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. None of Parent Guarantor, The Borrower and Borrower’s Subsidiaries shall not (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and the Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming the Borrower’s compliance herewith). Notwithstanding the foregoing, at any time that Glimcher Realty Trust retains its status as a publicly held company, the representations made in this Section 5.23 are limited to the Borrower’s knowledge with respect to Affiliates that are Affiliates due to ownership of 10% or more of any class of voting securities.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Obligors or, Borrower and Borrower’s Subsidiaries to the knowledge of any of the Obligors, any of their Affiliates, is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism Laws”), including the U.S. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “"Executive Order”) "), and the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-5656 (together the "Anti-Terrorism Laws"). (iib) None No Obligor or, to the knowledge of Parent Guarantorany of the Obligors, Borrower and Borrower’s Subsidiaries, or any of their Affiliates, or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Facility, is any of the following: (1i) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order;; Back to Contents (2ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who that commits, threatens or conspires to commit or supports “"terrorism” " as defined in the Executive Order; or (5v) a person or entity that is named as a “"specially designated national and blocked person” " on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None No Obligor or, to the knowledge of Parent Guarantorany Obligor, Borrower and Borrower’s Subsidiaries any of its brokers or other agents acting in any capacity in connection with the Facility (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None No Loan Party or, to the knowledge of Parent Guarantorany Loan Party, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Loan Parties, Borrower and Borrower’s Subsidiaries shall nor, to the knowledge of the Loan Parties, any Affiliate of any Loan Party or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (1each a "Blocked Person"): (i) conduct a person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a person that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (v) a person that is named as a "specially designated national" on the most current list published by the United States Treasury Department's Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a person who is affiliated or associated with a person listed above. (c) No Loan Party, or to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None No Loan Party, or, toNone of Parent Guarantorthe knowledge ofBorrower, Borrower any Loan Party, any of its Subsidiaries or any of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower’s Subsidiaries , to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees, is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Loan PartiesBorrower, Borrower any Loan Party or any of their respective Subsidiaries or their respective directors or officers (limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of the Loan Parties, any Subsidiaries of any Loan Party ora Responsible Officer of the Borrower, any of their respective employees or agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) a Person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person listed above. (c) No Loan Party, or toNone of the knowledge of any Loan Party, any of itsBorrower, any Loan Party or any of their respective Subsidiaries shall or their respective directors or officers (1limited, in the case of directors and officers of Subsidiaries of the Borrower, to the knowledge of a Responsible Officer of the Borrower), nor, to the knowledge of a Responsible Officer of the Borrower, any of their respective employees or agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder (i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. The Debtor hereby represents and warrants that: (ia) None Neither the Debtor nor any of Parent Guarantor, Borrower and Borrower’s Subsidiaries its Affiliates is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. (b) Neither the Debtor nor any of its Affiliates, or its or their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “Blocked Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. None 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which the Secured Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department^ Office of Parent GuarantorForeign Asset Control (“OFAC”), Borrower at its official website: http:▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇ or any replacement website or other replacement official publication of such list; (vi) a Person who is affiliated with a Person listed above; or (vii) a Person who is listed on any other list of terrorist or terrorist organizations maintained pursuant to any of the rules and Borrower’s Subsidiaries shall regulations of OFAC or pursuant to any other applicable executive order. The above-referenced lists contained in this Section 3.21 are collectively referred to as the “OFAC Lists”. Neither the Debtor nor, to its knowledge, any of its Affiliates or agents acting in any capacity in connection with the Advances or other transactions hereunder (1i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, Blocked Person or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. The District hereby represents and warrants that: (ia) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries The District is not in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject applicable to the provisions of, the Executive Order; (2) a person District or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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 engaged in or conspires conspiring 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. (b) Neither the District nor any of its agents acting or benefiting in any capacity in connection with this Agreement or other transactions hereunder, is any of the following (each a “Blocked Person”); (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. None 13224; a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person or entity with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iii) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (iv) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Parent GuarantorForeign Asset Control (“OFAC”) at its official website: http:▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any replacement website or other replacement official publication of such list; (v) a Person who is affiliated with a Person listed above; or (vi) a Person who is listed on any other list of terrorist or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive order. The above-referenced lists contained in this Section 27 are collectively referred to as the “OFAC Lists.” (c) Neither the District nor, Borrower and Borrower’s Subsidiaries shall to its knowledge, any of its agents acting in any capacity in connection with this Agreement or other transactions hereunder (1i) conduct conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224. (d) The District and its agents shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224, (iii) permit the transfer of any interest in either the District or its agents to any Blocked Person or any other Anti-Terrorism Law, beneficial owner of such Blocked Person or (iiiiv) engage in or conspire 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 (the Executive Order No. 13224 or the USA Patriot Act. The District acknowledges that pursuant to the requirements of the USA Patriot Act, the Bank is required to obtain, verify and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)record information that identifies the District.

Anti-Terrorism Laws. (ia) None Neither the Company nor, to the Company’s knowledge, any Affiliates of Parent Guarantorthe Company, Borrower and Borrower’s Subsidiaries is in violation of any laws or regulations 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, signed into law October 26, 2001 (the “USA Patriot Act”). (iib) None Neither the Company nor, to the Company’s knowledge, any Affiliates of Parent Guarantor, Borrower and Borrower’s Subsidiariesthe Company, or any of their brokers or other agents of such Person acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Note hereunder, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person or entity Person with whom any Lender the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. USA Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Company nor, to the Company’s knowledge, any Affiliates of Parent Guarantorthe Company, Borrower and Borrower’s Subsidiaries or brokers or other agents of such Person acting or benefiting in any capacity in connection with the Note hereunder, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, No Borrower and Borrower’s Subsidiaries or any Subsidiary is in violation of any laws or regulations Law relating to terrorism or money laundering (collectively, “Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorist Terrorism 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). No Borrower, Public Law 107-56. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, Subsidiary or any of their brokers or other agents agent acting with respect to or benefiting from this Agreement in any capacity in connection with the Loans is a Prohibited Person. A “Prohibited Person” is any of the following: (1a) a person or entity Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; , (2b) a person or entity Person owned or controlled by, or acting for or on behalf of, any person or entity Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; , (3c) a person or entity Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; , (4d) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or , or (5e) a person or entity Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. . No Borrower or Subsidiary or, to Borrowers’ knowledge, other agents acting or benefiting in any capacity in connection with the Loans (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in the preceding sentence, (2ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any 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 the Anti-Terrorism Law. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Laws.

Anti-Terrorism Laws. (ia) None No Loan Party and, to the knowledge of Parent the Borrower or the Guarantor, Borrower and Borrower’s Subsidiaries no Affiliate of any Loan Party is in violation of any laws or regulations 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. (iib) None No Loan Party and, to the knowledge of Parent the Borrower or the Guarantor, Borrower no Affiliate of any Loan Party, and Borrower’s Subsidiaries, or any none of their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans, is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None No Loan Party and, to the knowledge of Parent the Borrower or the Guarantor, Borrower no Affiliate of any Loan Party, and Borrower’s Subsidiaries none of their respective brokers or other agents acting in any capacity in connection with the Loans, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower The Company and Borrower’s its Subsidiaries is are not in violation of any laws or regulations requirement of law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including including, without limitation, 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 107-5656 and Canadian Anti-Money Laundering & Anti-Terrorism Legislation. (ii) None To the knowledge of Parent Guarantorthe Company, Borrower and Borrower’s Subsidiaries, neither the Company nor its Subsidiaries or any of their brokers broker or other agents agent of the Company or its Subsidiaries acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Transaction is any of the following: following (1A) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; ; (2B) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; ; (3C) a person or entity with whom any Lender which the Plan Sponsors is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; ; (4D) a person or entity who that commits, threatens or conspires to commit acts of, or supports supports, “terrorism” as defined in the Executive Order; or or (5E) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iii) None To the knowledge of Parent Guarantorthe Company, Borrower and Borrower’s neither the Company nor any of its Subsidiaries (1A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in clause (ii) above, (2B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iiiC) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None Neither the Applicant nor, to the knowledge of Parent Guarantorthe Applicant, Borrower and Borrower’s Subsidiaries any of its Affiliates is in violation of any laws or regulations 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56PATRIOT Act. (iib) None Neither the Applicant nor, to the knowledge of Parent Guarantorthe Applicant, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” its Affiliates is any of the following: (1i) a person or entity 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 on behalf of, any Person that is listed on the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2iii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity Person with whom any Lender the Applicant is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and or blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None Neither the Applicant nor, to the knowledge of Parent Guarantorthe Applicant, Borrower and Borrower’s Subsidiaries any of its Affiliates (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b)(i), (2ii), (iii) or (v) above or, to the knowledge of the Applicant, clause (b)(iv) above; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests interest 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 purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. None . (d) No broker or other agent (other than the Lead Arranger in connection with the syndication of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1the credit facilities established by this Agreement) conduct any business or engage in making or receiving any contribution of funds, goods or services to or is acting for the benefit of the Applicant or any Prohibited Personof its Affiliates, or benefiting in any capacity, in each case in connection with the Credit Documents or the Related Documents. All representations and warranties made under this Agreement shall be made and shall be true at and as of (a) the date hereof, (b) the Closing Date, and (c) the time of each Liquidity Advance in respect of the interest component of the purchase price of the Bonds and the corresponding Pledged Bonds, except that any representation and warranty specifically referring to the date hereof or any other specified date shall, when deemed made at a later time pursuant to this Article IV, be required to be true only as of the date hereof or such other specified date, as the case may be. All representations and warranties made by the Applicant in this Agreement, and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, shall (i) be considered to have been relied upon by the Administrative Agent, the Issuing Bank and the Banks, (ii) deal insurvive the issuance of the Letter of Credit regardless of any investigation made by, or otherwise engage in any transaction relating toon behalf of, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism LawBank, or and (iii) engage continue in full force and effect as long as the Letter of Credit shall remain outstanding or conspire to engage in any transaction that evades amounts drawn under the Letter of Credit 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)Obligations remain outstanding under this Agreement.

Anti-Terrorism Laws. (ia) None of Parent Guarantorthe Credit Parties nor or any Affiliate of any Credit Party, Borrower and Borrower’s Subsidiaries is in violation of any laws or regulations 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. (ii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries, or any of their brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” is any of the following: (1) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (2) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (3) a person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. (iii) None of Parent Guarantor, Borrower and Borrower’s Subsidiaries (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (2) 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. . (b) None of Parent Guarantorthe Credit Parties, Borrower and Borrower’s Subsidiaries shall nor or any Affiliate of any Credit Party, or their respective agents acting or benefiting in any capacity in connection with the Term A Loan or other transactions hereunder, is any of the following (1each a “Blocked Person”): (i) conduct a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; (v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person or entity who is affiliated or associated with a person or entity listed above. (c) No Credit Party, or to the knowledge of any Credit Party any of its agents acting in any capacity in connection with the Term A Loan or other transactions hereunder, (i) conducts any business or engage engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Blocked Person, or (ii) deal deals in, or otherwise engage engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith)No. 13224.

Anti-Terrorism Laws. (ia) None Neither Holdings nor any of Parent Guarantor, Borrower and Borrower’s its Subsidiaries is in violation of any material legal requirement relating to any laws or regulations relating with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”) and the Uniting and Strengthening America by Providing Appropriate Tools Required PATRIOT Act. Neither Holdings nor any of its Subsidiaries and, to Intercept and Obstruct Terrorism Act the knowledge of 2001Holdings, Public Law 107-56. (ii) None no agent of Parent Guarantor, Borrower and Borrower’s Subsidiaries, Holdings or any of their brokers its Subsidiaries acting on behalf of Holdings or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” any of its Subsidiaries, as the case may be, is any of the following: (1i) a person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, of the Executive Order; (2ii) a person or entity Person owned or controlled by, or acting for or on behalf of, of any person or entity Person that is listed in the Annex annex to, or is otherwise subject to the provisions of, of the Executive Order; (3iii) a person or entity Person with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person or entity who Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person or entity Person that is named as a “specially designated national and blocked person” on the most current correct list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iiib) None Neither Holdings nor any of Parent Guarantorits Subsidiaries and, Borrower to the knowledge of Holdings and the Borrower’s , no agent of Holdings or any of its Subsidiaries acting on behalf of Holdings or any of its Subsidiaries, as the case may be, (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Persona Person described in Section 8.23(a), (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (ia) None No Loan Party nor any of Parent Guarantortheir respective Subsidiaries or, Borrower and Borrower’s Subsidiaries to the knowledge of any of the Loan Parties, any of their Affiliates is in violation of any laws or regulations Applicable Laws 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 107-56Act. (iib) None No Loan Party or Subsidiary of Parent Guarantorany Loan Party or, Borrower and Borrower’s Subsidiariesto the knowledge of any of the Loan Parties, or any of their Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loans is any of the following: (1i) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (2ii) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; (3iii) a person Person or entity with whom which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (4iv) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (5v) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control at its official website or any replacement website or other replacement official publication of such list. (iiic) None No Loan Party or Subsidiary of Parent Guarantorany Loan Party or, Borrower and Borrower’s Subsidiaries to the knowledge of any Loan Party, any of their Affiliates or their respective brokers or other agents acting in any capacity in connection with the Loans (1i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (b) above, (2ii) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None of Parent Guarantor, Borrower The Company and Borrower’s its Subsidiaries is are not in violation of any laws or regulations requirement of law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including including, without limitation, 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 107-5656 and Canadian Anti-Money Laundering & Anti-Terrorism Legislation. (ii) None To the knowledge of Parent Guarantorthe Company, Borrower and Borrower’s Subsidiaries, neither the Company nor its Subsidiaries or any of their brokers broker or other agents agent of the Company or its Subsidiaries acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Transaction is any of the following: following (1A) a person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; ; (2B) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions of, the Executive Order; ; (3C) a person or entity with whom any Lender which the Plan Sponsor is prohibited from dealing or otherwise engaging in any transaction by any Anti-Anti- Terrorism Law; ; (4D) a person or entity who that commits, threatens or conspires to commit acts of, or supports supports, “terrorism” as defined in the Executive Order; or or (5E) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list. (iii) None To the knowledge of Parent Guarantorthe Company, Borrower and Borrower’s neither the Company nor any of its Subsidiaries (1A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Personperson described in clause (ii) above, (2B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iiiC) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).

Anti-Terrorism Laws. (i) None The Borrower, and to the extent of Parent Guarantorits knowledge, Borrower and Borrower’s Subsidiaries is its Affiliates are in violation of compliance with any laws or regulations relating to terrorism or money laundering (“Anti-Anti- Terrorism Laws”), including the regulations administered by the United States Treasury Department’s Office of Foreign Asset Control (“OFAC”) and 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). (ii) None Neither the Borrower or, to the extent of Parent Guarantorits knowledge, Borrower and Borrower’s Subsidiaries, or any of its Affiliates or their respective brokers or other agents acting with respect to or benefiting from this Agreement is a Prohibited Person. A “Prohibited Person” in any capacity in connection with the Loan, is any of the following: : (1A) a person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order; Order or the OFAC regulations; (2B) a person Person or entity owned or controlled by, or acting for or on behalf of, any person Person or entity that is listed in the Annex annex to, or is otherwise subject to the provisions ofprohibitions contained in, the Executive Order; Order or the OFAC regulations; (3C) a person Person or entity with whom any which the Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; ; (4D) a person Person or entity who that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive OrderOrder or the OFAC regulations; or or (5E) a person Person or entity that is named as a “specially designated national and blocked person” on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department Office of Foreign Asset Control OFAC at its official website or any replacement website or other replacement official publication of such list. (iii) None Neither the Borrower, to the extent of Parent Guarantorits knowledge, Borrower and Borrower’s Subsidiaries nor any of its brokers or other agents acting in any capacity in connection with the Loan (1A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited PersonPerson described in clause (ii) above, (2B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive OrderOrder or the OFAC regulations, or (iiiC) 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. None of Parent Guarantor, Borrower and Borrower’s Subsidiaries shall (1) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire 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 (and Borrower shall deliver to Administrative Agent any certification or other evidence requested from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).