Common use of Compliance with Sanctions Programs; Anti-Corruption Laws Clause in Contracts

Compliance with Sanctions Programs; Anti-Corruption Laws. (a) Each Borrower and each Guarantor shall at all times comply with the requirements of all Sanctions Programs applicable to such Borrower or such Guarantor, shall maintain policies and procedures designed to promote and achieve compliance with Sanctions Programs, and shall cause each of its Subsidiaries to comply with the requirements of all Sanctions Programs applicable to such Subsidiary. (b) Each Borrower and each Guarantor shall provide the Administrative Agent, the L/C Issuers, and the Lenders any information regarding such Borrower, such Guarantor, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuers, and the Lenders to comply with all applicable Sanctions Programs; subject however, in the case of Affiliates, to such Borrower’s or such Guarantor’s ability to provide information applicable to them. (c) If the General Partner, any Borrower or any Guarantor obtains actual knowledge or receives any written notice that such Borrower, any Affiliate, such Guarantor or any Subsidiary is named on any then-current Sanctions List (such occurrence, a “Sanctions Event”), such Borrower or such Guarantor shall promptly (i) give written notice to the Administrative Agent, the L/C Issuers, and the Lenders of such Sanctions Event, and (ii) comply with all applicable laws with respect to such Sanctions Event (regardless of whether the party included on the Sanctions List is located within the jurisdiction of the United States of America), including the Sanctions Programs, and each Borrower and each Guarantor hereby authorizes and consents to the Administrative Agent, the L/C Issuers, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuers, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with respect to any such Sanctions Event, including the requirements of the Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC and/or the U.S. Department of Treasury’s Office of Foreign Assets Control). (d) No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used to) finance or otherwise fund, directly or indirectly, (i) any activity or business with or related to any Sanctioned Person or any Sanctioned Country or (ii) in any other manner that will result in a violation of any Sanctions Program by any Person (including any Person participating in the Loans or Letters of Credit, whether as lender, underwriter, advisor, investor, or otherwise). (e) Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used) for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 or other similar applicable anti-corruption legislation in other jurisdictions.

Compliance with Sanctions Programs; Anti-Corruption Laws. (a) Each Borrower and each Guarantor shall at all times comply Comply with the requirements of all Sanctions Programs applicable to such Borrower or such Guarantor, shall maintain policies and procedures designed to promote and achieve compliance with Sanctions Programs, Loan Party and shall cause each of its Subsidiaries to comply with the requirements of all Sanctions Programs applicable to such Subsidiary. (b) Each Borrower and each Guarantor shall provide Provide the Administrative Agent, the L/C Issuers, and the Lenders Agent any information that is reasonably requested regarding such Borrower, such Guarantor, its Affiliates, Loan Party and its Subsidiaries necessary for the Administrative Agent, the L/C IssuersIssuer, and the Lenders to comply with all applicable Sanctions Programs; subject however, in the case of Affiliates, to such Borrower’s or such Guarantor’s ability to provide information applicable to them. (c) If the General Partner, any Borrower or any Guarantor Loan Party obtains actual knowledge or receives any written notice that such Borrower, any Affiliate, such Guarantor Loan Party or any Subsidiary is named on the then current OFAC SDN List, HMT’s Consolidated List of Financial Sanctions Targets or the Investment Ban List, or any then-current similar list enforced by any other relevant sanctions authority under Sanctions List Programs, or is the subject or target of any Sanctions Program (such occurrence, a “Sanctions Event”), such Borrower or such Guarantor Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C IssuersIssuer, and the Lenders of such Sanctions Event, and (ii) comply with all applicable laws Laws with respect to such Sanctions Event (regardless of whether the party included on the Sanctions List any applicable list is located within the jurisdiction of the United States of America), including the Sanctions Programs, and each Borrower and each Guarantor Loan Party hereby authorizes and consents to the Administrative Agent, the L/C IssuersIssuer, and the Lenders taking any and all steps the Administrative Agent, the L/C IssuersIssuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Laws with respect to any such Sanctions Event, including the requirements of the Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC and/or the U.S. Department of Treasury’s Office of Foreign Assets Controlapplicable authorities under Sanctions Programs). (d) No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used to) finance or otherwise fund, directly or indirectly, (i) any activity or Conduct its business with or related to any Sanctioned Person or any Sanctioned Country or (ii) in any other manner that will result in a violation of any Sanctions Program by any Person (including any Person participating in the Loans or Letters of Credit, whether as lender, underwriter, advisor, investor, or otherwise). (e) Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Bxxxxxx Xxx 0000 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used) for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 or other similar applicable anti-corruption legislation in other jurisdictionsLaws.

Compliance with Sanctions Programs; Anti-Corruption Laws. (a) Each Borrower and each Guarantor shall at all times comply Comply with the requirements of all Sanctions Programs applicable to such Borrower or such Guarantor, shall maintain policies and procedures designed to promote and achieve compliance with Sanctions Programs, Loan Party and shall cause each of its Subsidiaries to comply with the requirements of all Sanctions Programs applicable to such Subsidiary. (b) Each Borrower and each Guarantor shall provide Provide the Administrative Agent, the L/C Issuers, and the Lenders Agent any information that is reasonably requested regarding such Borrower, such Guarantor, its Affiliates, Loan Party and its Subsidiaries necessary for the Administrative Agent, the L/C Issuers, and the Lenders to comply with all applicable Sanctions Programs; subject however, in the case of Affiliates, to such Borrower’s or such Guarantor’s ability to provide information applicable to them. (c) If the General Partner, any Borrower or any Guarantor Loan Party obtains actual knowledge or receives any written notice that such Borrower, any Affiliate, such Guarantor Loan Party or any Subsidiary is named on the then current OFAC SDN List, HMT’s Consolidated List of Financial Sanctions Targets or the Investment Ban List, or any then-current similar list enforced by any other relevant sanctions authority under Sanctions List Programs, or is the subject or target of any Sanctions Program (such occurrence, a “Sanctions Event”), such Borrower or such Guarantor Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuers, and the Lenders of such Sanctions Event, and (ii) comply with all applicable laws Laws with respect to such Sanctions Event (regardless of whether the party included on the Sanctions List any applicable list is located within the jurisdiction of the United States of America), including the Sanctions Programs, and each Borrower and each Guarantor Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuers, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuers, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Laws with respect to any such Sanctions Event, including the requirements of the Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC and/or the U.S. Department of Treasury’s Office of Foreign Assets Controlapplicable authorities under Sanctions Programs). (d) No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used to) finance or otherwise fund, directly or indirectly, (i) any activity or Conduct its business with or related to any Sanctioned Person or any Sanctioned Country or (ii) in any other manner that will result in a violation of any Sanctions Program by any Person (including any Person participating in the Loans or Letters of Credit, whether as lender, underwriter, advisor, investor, or otherwise). (e) Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used) for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 or other similar applicable anti-corruption legislation in other jurisdictionsLaws.

Compliance with Sanctions Programs; Anti-Corruption Laws. (a) Each Borrower and each Guarantor shall at all times comply Comply with the requirements of all Sanctions Programs applicable to such Borrower or such Guarantor, shall maintain policies and procedures designed to promote and achieve compliance with Sanctions Programs, Loan Party and shall cause each of its Subsidiaries to comply with the requirements of all Sanctions Programs applicable to such Subsidiary. (b) Each Borrower and each Guarantor shall provide Provide the Administrative Agent, the L/C Issuers, and the Lenders Agent any information that is reasonably requested regarding such Borrower, such Guarantor, its Affiliates, Loan Party and its Subsidiaries necessary for the Administrative Agent, the L/C Issuers, and the Lenders to comply with all applicable Sanctions Programs; subject however, in the case of Affiliates, to such Borrower’s or such Guarantor’s ability to provide information applicable to them. (c) If the General Partner, any Borrower or any Guarantor Loan Party obtains actual knowledge or receives any written notice that such Borrower, any Affiliate, such Guarantor Loan Party or any Subsidiary is named on the then current OFAC SDN List, HMT’s Consolidated List of Financial Sanctions Targets or the Investment Ban List, or any then-current similar list enforced by any other relevant sanctions authority under Sanctions List Programs, or is the subject or target of any Sanctions Program (such occurrence, a “Sanctions Event”), such Borrower or such Guarantor Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuers, and the Lenders of such Sanctions Event, and (ii) comply with all applicable laws Laws with respect to such Sanctions Event (regardless of whether the party included on the Sanctions List any applicable list is located within the jurisdiction of the United States of America), including the Sanctions Programs, and each Borrower and each Guarantor Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuers, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuers, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws Laws with respect to any such Sanctions Event, including the requirements of the Sanctions Programs (including the freezing and/or blocking of assets and reporting such action to OFAC and/or the U.S. Department of Treasury’s Office of Foreign Assets Controlapplicable authorities under Sanctions Programs). (d) No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used to) finance or otherwise fund, directly or indirectly, (i) any activity or Conduct its business with or related to any Sanctioned Person or any Sanctioned Country or (ii) in any other manner that will result in a violation of any Sanctions Program by any Person (including any Person participating in the Loans or Letters of Credit, whether as lender, underwriter, advisor, investor, or otherwise). (e) Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Bxxxxxx Xxx 0000 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. No Borrower shall use any proceeds of the Loans to (and no Borrower shall request any Letter of Credit, the proceeds of which, to the knowledge of the General Partner, the Borrowers and the Guarantors, will be used) for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 or other similar applicable anti-corruption legislation in other jurisdictionsLaws.