Common use of Compliance with Anti-Terrorism Laws Clause in Contracts

Compliance with Anti-Terrorism Laws. (i) The Borrower will not knowingly conduct business with or engage in any transaction with any Person named on any of the OFAC Lists or any Persons determined by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; (ii) if the Borrower obtains actual knowledge or receives any written notice that it or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly), is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the Borrower will immediately (A) give written notice to the Lender of such OFAC Violation, and (B) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the Borrower hereby authorizes and consents to the Lender taking any and all steps it deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); and (iii) the Borrower will comply at all times with the requirements of all Economic and Trade Sanctions and Anti-Terrorism Laws, and will, upon the Lender’s request from time to time during the term of this Agreement, deliver a certification confiming its compliance with the covenants set forth in this Section 9.8.

Compliance with Anti-Terrorism Laws. (ia) The Borrower Each Loan Party hereby covenants and agrees that it will not knowingly conduct and will not permit any other Loan Party or any of the Borrowers’ Subsidiaries to conduct business with or engage in any transaction with any Person person or entity named on any of the OFAC Lists or any Persons persons or entities determined and publicly announced by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; provided that such Loan Party or Subsidiary shall not have any liability under this provision arising out of the transactions with the Administrative Agent, the Lenders or its agents contemplated by this Agreement. Each Loan Party hereby covenants and agrees that it will comply at all times with the requirements of all Anti-Terrorism Laws. (iib) Each Loan Party hereby covenants and agrees that if the Borrower it obtains actual knowledge or receives any written notice that it any of the Borrowers’ Subsidiaries or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly), Affiliates is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the Borrower such Loan Party will immediately (Ai) give written notice to the Lender Administrative Agent of such OFAC Violation, Violation and (Bii) comply with all applicable laws Laws with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the Borrower , and such Loan Party hereby authorizes and consents to the Lender Administrative Agent’s taking any and all steps it deems necessary, in its sole discretion, to comply with all applicable laws Laws with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); . [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and (iii) the Borrower will comply at all times filed separately with the requirements of all Economic Securities and Trade Sanctions and Anti-Terrorism Laws, and will, upon Exchange Commission. (c) Upon the LenderAdministrative Agent’s request from time to time during the term of this Agreement, each Loan Party agrees to deliver a certification confiming confirming its compliance with the covenants set forth in this Section 9.86.18. (d) Each Loan Party shall comply with the PATRIOT Act by promptly informing the Administrative Agent (by written notice) (i) if it is not or ceases to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.

Compliance with Anti-Terrorism Laws. Neither the Borrower nor any Guarantor will (i) The Borrower will not knowingly conduct business with or engage in any transaction with any Person named on any of the OFAC Lists or any Persons determined by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 ListsSanctioned Person; (ii) if contribute or otherwise make available the Borrower obtains actual knowledge or receives proceeds of any written notice that it or any Person holding any legal or beneficial interest whatsoever therein (whether Loan, directly or indirectly), is named on to any Person (whether or not related to any member of its group of companies) for the purpose of financing the activities of any Sanctioned Person, to the extent such contribution or provision of proceeds would be prohibited by Sanctions or would otherwise, to the knowledge and belief of the OFAC Lists Borrower or relevant Guarantor, cause any Person to be in breach of Sanctions; or (such occurrence, an “OFAC Violation”), iii) fund all or part of any repayment of the Loans out of proceeds derived from transactions which would be prohibited by Sanctions or would otherwise cause any Person to be in breach of Sanctions. The Borrower and the Guarantors will immediately (A) give written notice ensure they have appropriate controls and safeguards in place to comply with the foregoing. The Borrower and the Guarantors hereby authorize and consent to the Lender of such OFAC Violation, Agents and (B) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the Borrower hereby authorizes and consents to the Lender Lenders taking any and all steps it deems they deem necessary, in its their sole discretion, to comply with all applicable laws with respect to any such OFAC ViolationSanctions, including, without limitation, the requirements of the relevant Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); . The Borrower and (iii) the Borrower Guarantors will comply at all times with the requirements of all Economic applicable economic or trade sanctions, terrorism or money laundering laws and Trade Sanctions will ensure that neither the Agents nor the Lenders will be subject to any adverse consequences under any such laws applicable to any Agent or any Lender as a consequence of its entry into and/or performance of the transactions contemplated by this Agreement. The Borrower shall ensure that its sale and Anti-Terrorism Laws, and will, upon delivery of Goods to the Eligible Buyers shall not involve any transshipments at any seaport or airport located in any Sanctioned Country. Upon any Agent’s or any Lender’s request from time to time during the term of this Agreement, the Borrower will deliver a certification confiming confirming its compliance with the covenants set forth in this Section 9.85(q).

Compliance with Anti-Terrorism Laws. (ia) The Each Borrower hereby covenants and agrees that it will not knowingly conduct business with or engage in any transaction with any Person person or entity that either is (i) named on any of the OFAC Lists or any Persons determined (ii) publicly announced by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; provided, that Borrower shall not have any liability under this provision arising out of the transactions with Lender or its agents contemplated by this Agreement. Each Borrower hereby covenants and agrees that it will comply at all times with the requirements of all Anti-Terrorism Laws. (iib) Each Borrower hereby covenants and agrees that if the Borrower it obtains actual knowledge Borrowers’ Knowledge or receives any written notice that it a Borrower or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly)Affiliate thereof, is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the such Borrower will immediately (Ai) give written notice to the Lender of such OFAC Violation, and (Bii) comply with all applicable laws Governmental Rules with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the , and each Borrower hereby authorizes and consents to the Lender taking any and all steps it Lender deems necessary, in its sole discretion, to comply with all applicable laws Governmental Rules with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); and . (iiic) the Borrower will comply at all times with the requirements of all Economic and Trade Sanctions and Anti-Terrorism Laws, and will, upon the Upon Lender’s request from time to time during the term of this Financing Agreement, but not more frequently than annually, Borrowers agree to deliver a certification confiming confirming its compliance with the covenants set forth in this Section 9.85.13. 4297870.2 (d) Borrowers shall comply with the Patriot Act by promptly informing Lender (by written notice) (i) if they are not or cease to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary (other than Borrowers) of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.

Compliance with Anti-Terrorism Laws. (ia) The Borrower Each Loan Party hereby covenants and agrees that it will not knowingly conduct and will not permit any other Loan Party or any of the Borrowers’ Subsidiaries to conduct business with or engage in any transaction with any Person person or entity named on any of the OFAC Lists or any Persons persons or entities determined and publicly announced by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; provided that such Loan Party or Subsidiary shall not have any liability under this provision arising out of the transactions with the Administrative Agent, the Lenders or its agents contemplated by this Agreement. Each Loan Party hereby covenants and agrees that it will comply at all times with the requirements of all Anti-Terrorism Laws. (iib) Each Loan Party hereby covenants and agrees that if the Borrower it obtains actual knowledge or receives any written notice that it any of the Borrowers’ Subsidiaries or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly), Affiliates is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the Borrower such Loan Party will immediately (Ai) give written notice to the Lender Administrative Agent of such OFAC Violation, Violation and (Bii) comply with all applicable laws Laws with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the Borrower , and such Loan Party hereby authorizes and consents to the Lender Administrative Agent’s taking any and all steps it deems necessary, in its sole discretion, to comply with all applicable laws Laws with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); and . (iiic) Upon the Borrower will comply at all times with the requirements of all Economic and Trade Sanctions and Anti-Terrorism Laws, and will, upon the LenderAdministrative Agent’s request from time to time during the term of this Agreement, each Loan Party agrees to deliver a certification confiming confirming its compliance with the covenants set forth in this Section 9.86.18. (d) Each Loan Party shall comply with the PATRIOT Act by promptly informing the Administrative Agent (by written notice) (i) if it is not or ceases to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.

Compliance with Anti-Terrorism Laws. (ia) The Borrower Each Loan Party hereby covenants and agrees that it will not knowingly conduct and will not permit any other Loan Party or any of the Borrowers’ Subsidiaries to conduct business with or engage in any transaction with any Person person or entity named on any of the OFAC Lists or any Persons persons or entities determined and publicly announced by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; provided that such Loan Party or Subsidiary shall not have any liability under this provision arising out of the transactions with the Administrative Agent, the Lenders or its agents contemplated by this Agreement. Each Loan Party hereby covenants and agrees that it will comply at all times with the requirements of all Anti-Terrorism Laws. [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (iib) Each Loan Party hereby covenants and agrees that if the Borrower it obtains actual knowledge or receives any written notice that it any of the Borrowers’ Subsidiaries or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly), Affiliates is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the Borrower such Loan Party will immediately (Ai) give written notice to the Lender Administrative Agent of such OFAC Violation, Violation and (Bii) comply with all applicable laws Laws with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the Borrower , and such Loan Party hereby authorizes and consents to the Lender Administrative Agent’s taking any and all steps it deems necessary, in its sole discretion, to comply with all applicable laws Laws with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); and . (iiic) Upon the Borrower will comply at all times with the requirements of all Economic and Trade Sanctions and Anti-Terrorism Laws, and will, upon the LenderAdministrative Agent’s request from time to time during the term of this Agreement, each Loan Party agrees to deliver a certification confiming confirming its compliance with the covenants set forth in this Section 9.86.18. (d) Each Loan Party shall comply with the PATRIOT Act by promptly informing the Administrative Agent (by written notice) (i) if it is not or ceases to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.

Compliance with Anti-Terrorism Laws. (ia) The Borrower hereby covenants and agrees that it will not knowingly conduct conduct, and will not permit any Member or any other Borrower Entity to conduct, business with or engage in any transaction with any Person person or entity named on any of the OFAC Lists or any Persons persons or entities determined and publicly announced by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; provided that Borrower shall not have any liability under this provision arising out of the transactions with the Lender or its agents contemplated by this Agreement. Borrower hereby covenants and agrees that it will comply at all times with the requirements of all Anti-Terrorism Laws. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iib) Borrower hereby covenants and agrees that if the it Borrower obtains actual knowledge Borrower’s Knowledge or receives any written notice that it Borrower, Member or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly)Affiliate thereof, is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the Borrower will immediately (Ai) give written notice to the Lender of such OFAC Violation, and (Bii) comply with all applicable laws Governmental Rules with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the , and Borrower hereby authorizes and consents to the Lender taking any and all steps it Lender deems necessary, in its sole discretion, to comply with all applicable laws Governmental Rules with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); and (iii) the Borrower will comply at all times with the requirements of all Economic and Trade Sanctions and Anti-Terrorism Laws, and will, upon the Lender’s request from time to time during the term of this Agreement, deliver a certification confiming its compliance with the covenants set forth in this Section 9.8.

Compliance with Anti-Terrorism Laws. (ia) The Each Borrower hereby covenants and agrees that it will not knowingly conduct business with or engage in any transaction with any Person person or entity that either is (i) named on any of the OFAC Lists or any Persons determined (ii) publicly announced by the Secretary of the Treasury of the United States pursuant to Executive Order 13224 to be 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 Lists; provided, that Borrower shall not have any liability under this provision arising out of the transactions with Lender or its agents contemplated by this Agreement. Each Borrower hereby covenants and agrees that it will comply at all times with the requirements of all Anti-Terrorism Laws. (iib) Each Borrower hereby covenants and agrees that if the Borrower it obtains actual knowledge Borrowers’ Knowledge or receives any written notice that it a Borrower or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly)Affiliate thereof, is named on any of the OFAC Lists (such occurrence, an “OFAC Violation”), the such Borrower will immediately (Ai) give written notice to the Lender of such OFAC Violation, and (Bii) comply with all applicable laws Governmental Rules with respect to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Economic and Trade Sanctions and Anti-Terrorism Laws; the , and each Borrower hereby authorizes and consents to the Lender taking any and all steps it Lender deems necessary, in its sole discretion, to comply with all applicable laws Governmental Rules with respect to any such OFAC Violation, including, without limitation, the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws (including the “freezing” and/or “blocking” of assets); and . (iiic) the Borrower will comply at all times with the requirements of all Economic and Trade Sanctions and Anti-Terrorism Laws, and will, upon the Upon Lender’s request from time to time during the term of this Financing Agreement, but not more frequently than annually, Borrowers agree to deliver a certification confiming confirming its compliance with the covenants set forth in this Section 9.85.13. (d) Borrowers shall comply with the Patriot Act by promptly informing Lender (by written notice) (i) if they are not or cease to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary (other than Borrowers) of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.