Common use of Compliance with OFAC Sanctions Programs Clause in Contracts

Compliance with OFAC Sanctions Programs. (a) The Company shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company shall provide the Agent, the L/C Issuer, and the Banks any information they may request regarding the Company, its Affiliates, and its Subsidiaries necessary for the Agent, the L/C Issuer, and the Banks to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Company’s ability to provide information applicable to them. (c) If the Company obtains actual knowledge or receives any written notice that the Company, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company shall promptly (i) give written notice to the Agent, the L/C Issuer, and the Banks of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company hereby authorizes and consents to the Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, any and all steps the Agent, the L/C Issuer, or the Banks deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each Borrower shall at all times comply with the requirements of all United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs Programs) applicable to the Company such Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs United States and Canadian export control, trade and commerce laws applicable to such Subsidiary, except in each case where any such case as non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) The Company Each Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the Companysuch Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs); subject however, in the case of Affiliates, to the Companysuch Borrower’s ability to provide information applicable to them. (c) If the Company any Borrower obtains actual knowledge or receives any written notice that the Companysuch Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company such Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs), and the Company each Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the United States and Canadian export control, trade and commerce laws (including without limitation the OFAC Sanctions Programs Programs) (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each of the Loan Parties shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company such Loan Party and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Each of the Loan Parties shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the Companysuch Loan Party, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Loan Party’s ability to provide information applicable to them. (c) If the Company any Loan Party obtains actual knowledge or receives any written notice that the Companyany Loan Party, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Loan Parties shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and each of the Company Loan Parties hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each Loan Party shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company such Loan Party and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Each Loan Party shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyLoan Parties, its their Affiliates, and its their Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Loan Party’s ability to provide information applicable to them. (c) If the Company any Loan Party obtains actual knowledge or receives any written notice that the Companyany Loan Party, any Affiliate or any Subsidiary of any Loan Party is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws Laws with respect to such OFAC Event (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 Sanctions Programs, and the Company each Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Borrower and Seller shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower or Seller and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower and Seller shall provide the AgentAdministrative Agent and the Lenders any information regarding the Borrower, the L/C Issuer, and the Banks any information they may request regarding the CompanySeller, its Affiliates, and its Subsidiaries necessary for the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the CompanyBorrower’s or the Seller’s ability to provide information applicable to them. (c) If the Company Borrower or the Seller obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate Affiliate, the Seller or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower or the Seller shall promptly (i) give written notice to the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Agent, the L/C Issuer, Administrative Agent and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Agent, the L/C Issuer, Administrative Agent or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Company such Loan Party and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Each Loan Party shall provide the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders any information they may request regarding the CompanyLoan Parties, its their Affiliates, and its their Subsidiaries necessary for the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Loan Party’s ability to provide information applicable to them. (c) If the Company any Loan Party obtains actual knowledge or receives any written notice that the Companyany Loan Party, any Affiliate Subsidiary of any Loan Party, or any Subsidiary officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is named on the then current target of any OFAC SDN List Sanctions Programs or is located, organized or resident in a country, region or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Company such Loan Party shall promptly (i) give written notice to the Agent, the L/C Issuer, and the Banks Administrative Agent of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Company each Loan Party hereby authorizes and consents to the Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Administrative Agent taking any and all steps the Agent, the L/C Issuer, or the Banks Administrative Agent deem necessary, in their its sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any 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, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti‑Corruption Laws by any Person (including any Person participating in the Loans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti‑Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable OFAC Sanctions Programs and Anti-Corruption Laws.

Compliance with OFAC Sanctions Programs. (a) The Company Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyBorrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the CompanyBorrower’s ability to provide information applicable to them. (c) If the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyBorrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the CompanyBorrower’s ability to provide information applicable to them. (c) If a Responsible Officer of the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyBorrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and any applicable “know your customer” requirement; subject however, in the case of Affiliates, to the CompanyBorrower’s ability to provide information applicable to them. (c) If the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each Borrower shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Company such Borrower and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Each Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the Companysuch Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Borrower’s ability to provide information applicable to them. (c) If the Company a Borrower obtains actual knowledge or receives any written notice that the Companysuch Borrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company such Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company each Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Company such Loan Party and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Each Loan Party shall provide the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders any information they may request regarding the CompanyLoan Parties, its their Affiliates, and its their Subsidiaries necessary for the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Loan Party’s ability to provide information applicable to them. (c) If the Company any Loan Party obtains actual knowledge or receives any written notice that the Companyany Loan Party, any Affiliate Subsidiary of any Loan Party, or any Subsidiary officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is named on the then current target of any OFAC SDN List Sanctions Programs or is located, organized or resident in a country, region or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Company such Loan Party shall promptly (i) give written notice to the Agent, the L/C Issuer, and the Banks Administrative Agent of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Company each Loan Party hereby authorizes and consents to the Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Administrative Agent taking any and all steps the Agent, the L/C Issuer, or the Banks Administrative Agent deem necessary, in their its sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any 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, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or Anti-Corruption Laws by any Person (including any Person participating in the Loans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any Anti-Corruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable OFAC Sanctions Programs and Anti-Corruption Laws.

Compliance with OFAC Sanctions Programs. (a) The Company Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyBorrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and any applicable “know your customer” requirements; subject however, in the case of Affiliates, to the CompanyBorrower’s ability to provide information applicable to them. (c) If the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Each Loan Party shall at all times comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to the Company such Loan Party and shall cause each of its Subsidiaries to comply in all material respects with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Each Loan Party shall provide the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders any information they may request regarding the CompanyLoan Parties, its their Affiliates, and its their Subsidiaries necessary for the Agent, the L/C Issuer, Administrative Agent and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Loan Party’s ability to provide information applicable to them. (c) If the Company any Loan Party obtains actual knowledge or receives any written notice that the Companyany Loan Party, any Affiliate Subsidiary of any Loan Party, or any Subsidiary officer, director or Affiliate of any Loan Party or that any Person that owns or controls any such Person is named on the then current target of any OFAC SDN List Sanctions Programs or is located, organized or resident in a country, region or territory that is, or whose government is, the subject of any OFAC Sanctions Programs (such occurrence, an “OFAC Event”), the Company such Loan Party shall promptly (i) give written notice to the Agent, the L/C Issuer, and the Banks Administrative Agent of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC SDN List target Person is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the Company each Loan Party hereby authorizes and consents to the Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Administrative Agent taking any and all steps the Agent, the L/C Issuer, or the Banks Administrative Agent deem necessary, in their its sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC). (d) No Loan Party will, directly or, to any Loan Party’s knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any 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, or whose government is, the subject of any OFAC Sanctions Programs, or (ii) in any other manner that would result in a violation of OFAC Sanctions Programs or AntiCorruption Laws by any Person (including any Person participating in the Loans, whether as underwriter, lender, advisor, investor, or otherwise). (e) No Loan Party will, nor will it permit any Subsidiary to, violate any AntiCorruption Law in any material respect. (f) Each Loan Party will maintain in effect policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable OFAC Sanctions Programs and Anti-Corruption Laws.

Compliance with OFAC Sanctions Programs. (a) The Company Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyBorrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject provided however, in the case of Affiliates, to the CompanyBorrower’s ability obligations hereunder are limited to provide providing information applicable available to themthe Borrower regarding any Affiliate. (c) If the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”“), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company STA Holdings and the Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company it and shall cause each of its Subsidiaries Subsidiary to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company STA Holdings and the Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding STA Holdings, the CompanyBorrower, its their respective Affiliates, and its the Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the CompanyBorrower’s ability to provide information applicable to them. (c) If the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC)Program.

Compliance with OFAC Sanctions Programs. (a) The Company Borrower shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrower and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrower shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders any information they may request regarding the CompanyBorrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject provided however, in the case of Affiliates, to the CompanyBorrower’s ability obligations hereunder are limited to provide providing information applicable available to themthe Borrower regarding any Affiliate. (c) If the Company Borrower obtains actual knowledge or receives any written notice that the CompanyBorrower, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company Borrower shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company Borrowers shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company Borrowers and shall cause each of its the Restricted Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Restricted Subsidiary, except in any such case as would not have a Material Adverse Effect. (b) The Company Borrowers shall provide the Agent, the L/C Issuer, and the Banks Lenders any information they may request requested in writing by the Agent regarding the CompanyBorrowers, its their Affiliates, and its the Restricted Subsidiaries necessary for the Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions Programs; subject however, in the case of Affiliates, to the Companysuch Borrower’s ability to provide information applicable to them. (c) If the Company any Borrower obtains actual knowledge or receives any written notice that the Companysuch Borrower, any Affiliate or any Restricted Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company such Borrower shall promptly (i) give written notice to the Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company Borrowers hereby authorizes authorize and consents consent to the Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).

Compliance with OFAC Sanctions Programs. (a) The Company shall at all times comply with the requirements of all OFAC Sanctions Programs applicable to the Company and shall cause each of its Subsidiaries to comply with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, except in any such case as would not Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. (b) The Company shall provide the Administrative Agent, the L/C Issuer, and the Banks Lenders promptly after request therefor any information they may request regarding the Company, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Banks Lenders to comply with all applicable OFAC Sanctions ProgramsPrograms and other similar laws, regulations and orders applicable to any of them; subject however, in the case of Affiliates, to the Company’s ability to provide information applicable to them. (c) If the Company obtains actual knowledge or receives any written notice that the Company, any Affiliate or any Subsidiary is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Company shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Banks Lenders of such OFAC Event, and (ii) comply in all material respects with all applicable laws with respect to such OFAC Event (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 Sanctions Programs, and the Company hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Banks taking, after notifying the Company if permitted to do so, Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Banks Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC).