Common use of Compliance with Anti-Money Laundering and OFAC Laws Clause in Contracts

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (b) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with any information regarding the Borrower, Sponsor, the Member and any Project Company necessary for the Lenders to comply with all Anti-Money Laundering Laws. (c) The Borrower shall comply at all times with the requirements of all OFAC Laws. (d) The Borrower shall not, and shall cause the Member, Sponsor and each Project Company not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC SDN List. (e) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, any Project Company or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent taking any and all steps the Agent deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) Upon the Administrative Agent’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.16.

Compliance with Anti-Money Laundering and OFAC Laws. (ai) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (bii) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with Lender any information regarding the Borrower, Sponsor, the Member Borrower and any Project Company other ACS Group Member necessary for the Lenders Lender to comply with all Anti-Money Laundering Laws. (ciii) The Borrower shall comply at all times with the requirements of all OFAC Laws. (div) The Borrower shall not, and shall cause the Member, Sponsor any ACS Group Member and each Project Company any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (ev) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, any Project Company other ACS Group Member or any Person person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent Lender’s taking any and all steps the Agent Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (fvi) Upon the Administrative AgentLender’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165.02(t).

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower Loan Parties shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering LawsLaws in all material respects. (b) The Borrower Loan Parties shall provide the Administrative Agent (on behalf of the Lenders) with any information regarding the BorrowerLoan Parties, Sponsortheir Affiliates, the Member and any Project Company their subsidiaries necessary for the Agent and Lenders to comply with all Anti-Money Laundering Laws. (c) The Borrower Loan Parties shall comply at all times with the requirements of all OFAC LawsLaws in all material respects. (d) The Borrower shall notNeither Loan Party, and shall cause the Memberany Affiliates, Sponsor and each Project Company not tosubsidiaries nor Persons holding any legal or beneficial interest in Loan Parties (whether directly or indirectly) shall, conduct business with or engage in any transaction with any person or entity Person named in the OFAC SDN any Government List or any Person included in, owned by, controlled Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with to any of the Persons referred to or described in the OFAC SDN Listany Government List in violation of Legal Requirements. (e) If the Borrower either Loan Party obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, a Loan Party or any Project Company Affiliate or subsidiary of a Loan Party or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN any Government List (such occurrence, an “OFAC Violation”), the Borrower such Loan Party shall immediately promptly (i) give written notice to the Administrative Agent of such OFAC Violation, Violation and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower each Loan Party hereby authorizes and consents to the Administrative Agent Agent’s or any Lender taking any and all steps the Agent or any Lender deems necessary, in its sole but good faith discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws that are legally binding on Agent or any Lender (including the “freezing” and/or “blocking” of assets and reporting such action to OFACOFAC as may be legally required on account of any actual or potential OFAC Violation). (f) Upon the Administrative Agent’s request from time to timetime (to be made not more frequently than once in any twelve (12) month period), the Borrower Loan Parties shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.166.29. (g) Without limiting Section 6.15, in the event that Loan Parties shall not be the ultimate beneficiary of the Loan, Loan Parties shall immediately notify Agent of same in writing, which written notice shall include the name and address of the new ultimate beneficiary.

Compliance with Anti-Money Laundering and OFAC Laws. (ai) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (bii) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with Lender any information regarding the Borrower, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders Lender to comply with all Anti-Money Laundering Laws. (ciii) The Borrower shall comply at all times with the requirements of all OFAC Laws. (div) The Borrower shall not, and shall cause the Member, Sponsor its Affiliates and each Project Company Subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (ev) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Memberany Affiliate, Sponsor, any Project Company Subsidiary or any Person person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower Xxxxxxxx hereby authorizes and consents to the Administrative Agent Lender’s taking any and all steps the Agent Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) . Upon the Administrative AgentXxxxxx’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165(bb)(v).

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (b) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with any information regarding the Borrower, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders Administrative Agent to comply with all Anti-Money Laundering Laws. (c) The Borrower shall comply at all times with the requirements of all OFAC Laws. (d) The Borrower shall not, and shall cause the Member, Sponsor its Affiliates and each Project Company Subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity (other than Residents) named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (e) If the Borrower obtains actual knowledge or receives receive any written notice that the Borrower, the Memberany Affiliates, Sponsor, any Project Company Subsidiaries or any Person persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is are named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes authorize and consents consent to the Administrative Agent Agent’s taking any and all steps the Administrative Agent deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) Upon the Administrative Agent’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.166.18.

Compliance with Anti-Money Laundering and OFAC Laws. (ai) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (bii) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with Lender any information regarding the Borrower, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders Lender to comply with all Anti-Money Laundering Laws. (ciii) The Borrower shall comply at all times with the requirements of all OFAC Laws. (div) The Borrower shall not, and shall cause the Member, Sponsor its Affiliates and each Project Company Subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (ev) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Memberany Affiliate, Sponsor, any Project Company Subsidiary or any Person person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent Lender’s taking any and all steps the Agent Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) . Upon the Administrative Agent’s Lender's request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165(ee)(v).

Compliance with Anti-Money Laundering and OFAC Laws. (ai) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the all applicable requirements of all Anti-Money Laundering Laws. (bii) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with Lenders any information regarding the Borrower, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders to comply with all Anti-Money Laundering Laws. (ciii) The Borrower shall comply at all times with the requirements of all OFAC Laws. (div) The Borrower shall not, and shall cause the MemberBeneficiaries, Sponsor its Subsidiaries and each Project Company any persons or entities holding a controlling interest in Borrower (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (ev) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsorits Beneficiaries, any Project Company Subsidiary or any Person person or entity holding any legal or beneficial a controlling interest whatsoever therein in Borrower (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately promptly (i) give written notice to the Administrative Agent of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent Agent’s taking any and all steps the Agent it deems reasonably necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (fvi) Upon the Administrative Agent’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165.1(w).

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower Each Guarantor shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (b) The Borrower Each Guarantor shall provide the Administrative Agent (on behalf of and the Lenders) with Loan Participants any information regarding the Borrowersuch Guarantor, Sponsor, the Member its Affiliates and any Project Company its Subsidiaries necessary for the Lenders Agent and the Loan Participants to comply with all Anti-Money Laundering Laws. (c) The Borrower Each Guarantor shall comply at all times with the requirements of all OFAC Laws. (d) The Borrower Each Guarantor shall not, and shall cause the Member, Sponsor and each Project Company not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (e) If the Borrower either Guarantor obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsoreither Guarantor, any Project Company Affiliate, Subsidiary or any Person person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower such Guarantor shall immediately (i) give written notice to the Administrative Agent and the Loan Participants of such OFAC Violation, and (ii) comply with all applicable laws Applicable Laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower each Guarantor hereby authorizes and consents to the Administrative Agent Agent’s taking any and all steps the Agent deems necessary, in its sole discretion, to comply with all applicable laws Applicable Laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) Upon the Administrative Agent’s request from time to time, the Borrower each Guarantor shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.167. (g) Each Guarantor acknowledges that in order for each Loan Participant to comply with the requirements under Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) (Public Law 107-56), each Guarantor must provide such Loan Participant with certain information or supporting documentation (collectively, “Documentation”) at the time of execution of this Agreement. Each Loan Participant is required by the USA Patriot Act to verify and record any Documentation provided by each Guarantor to validate such Guarantor’s identity. Documentation that may be requested from each Guarantor may include, but is not limited to, a Federal Employer Identification Number (FEIN), a certificate of good standing to validate such Guarantor’s existence, a certificate of incumbency to authenticate the management of such Guarantor, and other government issued certified documents to validate such Guarantor’s authorization to conduct business. (h) For purposes of this Section 7, the following definitions shall mean:

Compliance with Anti-Money Laundering and OFAC Laws. 58 (a) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws.; (b) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with each Lender any information regarding the Borrowerany Borrower Party, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders such Lender to comply with all Anti-Money Laundering Laws.; (c) The Borrower shall comply at all times with the requirements of all OFAC Laws.; (d) The Borrower shall not, and shall cause the Member, Sponsor and each Project Company its Subsidiaries not to, conduct business with or engage in any transaction with any person or entity that is (i) named in the OFAC SDN List List, or any Person (ii) included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List.; (e) If the Borrower if it obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, any Project Company Borrower Party or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) Subsidiary is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent and each Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower Borrowers hereby authorizes authorize and consents consent to the Administrative Agent and each Lender's taking any and all steps the Administrative Agent or such Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC).; and (f) Upon upon the Administrative Agent’s Agent or any Lender's reasonable request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165.15.

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower Parties shall (and the Borrower shall cause each Project Company to) comply at all times comply in all material respects with the requirements of all Anti-Money Laundering Laws. (b) The Borrower Parties shall provide the Administrative Agent (on behalf of the Lenders) with any information regarding the BorrowerBorrower Parties, Sponsortheir Affiliates, the Member and any Project Company its subsidiaries necessary for the Lenders Agent to comply with all Anti-Money Laundering Laws. (c) The Borrower Parties shall comply at all times comply in all material respects with the requirements of all OFAC Laws. (d) The Borrower Parties shall not, and shall cause the Member, Sponsor their Affiliates and each Project Company subsidiaries and any Persons holding any legal or beneficial interest in Borrower Parties equal to or greater than 62383226 86 twenty percent (20%) (whether directly or indirectly but in any case excluding publicly traded shares) not to, conduct business with or engage in any transaction with any person or entity Person named in the OFAC SDN any Government List or any Person included in, owned by, controlled Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with to any of the Persons referred to or described in any Government List. For purposes of this Section 4.23, the OFAC SDN List.term “Affiliates” and the phrase “any Persons holding any legal or beneficial interest in Borrowers” shall be deemed to exclude Persons who would not fit such descriptions but for the fact that they hold a legal or beneficial interest in Hilton Worldwide, Inc. (e) If the Borrower obtains Parties obtain actual knowledge or receives receive any written notice that the Borrower, the Member, Sponsor, Borrower Parties or any Project Company Affiliate or subsidiary of Borrower Parties or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN any Government List (such occurrence, an “OFAC Violation”), the Borrower Borrowers shall immediately promptly (i) give written notice to the Administrative Agent of such OFAC Violation, Violation and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower Parties hereby authorizes authorize and consents consent to the Administrative Agent Agent’s taking any and all steps the Agent deems necessary, in its sole and absolute discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) Upon the Administrative Agent’s request from time to time, the Borrower Parties shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.164.23.

Compliance with Anti-Money Laundering and OFAC Laws. (ai) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (bii) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with Lender any information regarding the Borrower, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders Lender to comply with all Anti-Money Laundering Laws. (ciii) The Borrower shall comply at all times with the requirements of all OFAC Laws. (div) The Borrower shall not, and shall cause the Member, Sponsor its Affiliates and each Project Company Subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (ev) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Memberany Affiliate, Sponsor, any Project Company Subsidiary or any Person person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent Lender’s taking any and all steps the Agent Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) . Upon the Administrative AgentLender’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.16(v).

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (b) The Borrower shall provide the Administrative Agent (on behalf of the LendersSecured Parties) with any information regarding the Borrower, Sponsor, the Member and any Project Company each Loan Party necessary for the Lenders to comply with all Anti-Money Laundering Laws. (c) The Borrower shall comply at all times with the requirements of all OFAC LawsSanctions. (d) The Borrower shall not, and shall cause the Member, Sponsor and each Project Company Loan Party not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC SDN List. (e) If the Borrower any Loan Party obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, any Project Company Loan Party or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List target of any Sanctions (such occurrence, an a “OFAC Sanctions Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent of such OFAC Sanctions Violation, and (ii) comply with all applicable laws with respect to such OFAC Sanctions Violation (regardless of whether the party included on which is the OFAC SDN List target of Sanctions is located within the jurisdiction of the United States of America), including the OFAC LawsSanctions, and the Borrower hereby authorizes and consents to the Administrative Agent taking any and all steps the Administrative Agent deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Sanctions Violation, including the requirements of the OFAC Laws Sanctions (including the “freezing” and/or “blocking” of assets and reporting such action to OFACSanctions authority). (f) The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the target of Sanctions or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as administrative agent, arranger, issuing bank, lender, underwriter, advisor, investor or otherwise). (g) Upon the Administrative Agent’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165.24.

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws.; (b) The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with each Lender any information regarding the Borrowerany Borrower Party, Sponsorits Affiliates, the Member and any Project Company its Subsidiaries necessary for the Lenders such Lender to comply with all Anti-Money Laundering Laws.; (c) The Borrower shall comply at all times with the requirements of all OFAC Laws.; (d) The Borrower shall not, and shall cause the Member, Sponsor and each Project Company its Subsidiaries not to, conduct business with or engage in any transaction with any person or entity Person that is (i) named in the OFAC SDN List List, or any Person (ii) included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC SDN List.; (e) If the Borrower if it obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, any Project Company Borrower Party or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) Subsidiary is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent (for further distribution to each Lender and the advisors of the Lenders) of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower Borrowers hereby authorizes authorize and consents consent to the Administrative Agent and each Lender's taking any and all steps the Administrative Agent or such Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC).; and (f) Upon upon the Administrative AgentAgent or any Lender’s reasonable request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.165.15.

Compliance with Anti-Money Laundering and OFAC Laws. (a) The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws. (b) The Borrower shall provide the Administrative Agent (on behalf of and the Lenders) with Loan Participants any information regarding the Borrower, Sponsor, the Member its Affiliates and any Project Company its Subsidiaries necessary for the Lenders Agent and the Loan Participants to comply with all Anti-Money Laundering Laws. (c) The Borrower shall comply at all times with the requirements of all OFAC Laws. (d) The Borrower shall not, and shall cause the Member, Sponsor and each Project Company not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons persons or entities referred to or described in the OFAC SDN List. (e) If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Memberany Affiliate, Sponsor, any Project Company Subsidiary or any Person person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent and the Loan Participants of such OFAC Violation, and (ii) comply with all applicable laws Applicable Laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent Agent’s taking any and all steps the Agent deems necessary, in its sole discretion, to comply with all applicable laws Applicable Laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). (f) Upon the Administrative Agent’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.1612.14. (g) The Borrower acknowledges that in order for each Loan Participant to comply with the requirements under Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) (Public Law 107-56), the Borrower must provide such Loan Participant with certain information or supporting documentation (collectively, “Documentation”) at the time of execution of this Agreement. Each Loan Participant is required by the USA Patriot Act to verify and record any Documentation provided by the Borrower to validate the Borrower’s identity. Documentation that may be requested from the Borrower may include, but is not limited to, a Federal Employer Identification Number (FEIN), a certificate of good standing to validate the Borrower’s existence, a certificate of incumbency to authenticate the management of the Borrower, and other government issued certified documents to validate the Borrower’s authorization to conduct business. (h) For purposes of this Section 12.14, the following definitions shall mean: