Common use of Compliance with Sanctions Programs Clause in Contracts

Compliance with Sanctions Programs. (a) The Company is in compliance with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information regarding the Company and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None of the Company, any of its Subsidiaries or, to the best of the Company’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all applicable Anti-Corruption Laws and Sanctions Programs. (c) No Borrower, Guarantor nor any of their Subsidiaries or, to the knowledge of the Company, any director, officer, employee, agent, or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, or (ii) located, organized or resident in a country or territory that is a Sanctioned Country.

Compliance with Sanctions Programs. (ai) The Company is in compliance Each Loan Party to at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Loan Party and to have a Material Adverse Effect. Each Subsidiary cause each of the Company is in compliance its Subsidiaries to comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected Subsidiary. (ii) Each Loan Party to have a Material Adverse Effect. The Company has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information regarding the Company and its Affiliates and Subsidiaries requested by provide the Administrative Agent any information regarding such Loan Party, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject, however, in the case of the CompanyAffiliates, to such Loan Party’s ability to provide information applicable to them. (iii) If any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, any of its Subsidiaries orofficers or directors, any Affiliate or any Subsidiary is named on any then current Sanctions List (such occurrence, a “Sanctions Event”), such Loan Party shall promptly (A) give written notice to the best Administrative Agent of the Company’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed to ensure compliance by the Borrowers, their Subsidiariessuch Sanctions Event, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees (B) comply with all applicable Anti-Corruption Laws and 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. (c) No Borrower, Guarantor nor and each Loan Party hereby authorizes and consents to the Administrative Agent and the Lenders taking any of and all steps the Administrative Agent or the Lenders deem necessary, in their Subsidiaries orsole but reasonable discretion, to avoid violation of all applicable laws with respect to any such Sanctions Event, including the knowledge requirements of the Company, any director, officer, employee, agent, or Affiliate Sanctions Programs (including the freezing and/or blocking of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by OFAC, assets and reporting such action to OFAC and/or the U.S. Department of StateTreasury’s Office of Foreign Assets Control). (iv) No Loan Party will use any proceeds of the Loans to finance or otherwise fund, directly or indirectly, (A) any activity or business with or related to any Sanctioned Person or any Sanctioned Country or (B) in any other manner that will result in a violation of any Sanctions Program by any Person (including any Person participating in the United Nations Security CouncilLoans whether as lender, the European Unionunderwriter, Her Majesty’s Treasuryadvisor, investor, or other relevant sanctions authority, or (ii) located, organized or resident in a country or territory that is a Sanctioned Countryotherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance Each Loan Party shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Loan Party and shall cause each of its Subsidiaries to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to Subsidiary. (b) Each Loan Party shall provide the Administrative Agent, the L/C Issuer, and the Lenders all any information regarding the Company such Loan Party, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Loan Party’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No BorrowerIf any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, Guarantor nor any of its officers or directors, any Affiliate, or any Subsidiary is named on any then current Sanctions List (such occurrence, a “Sanctions Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent, and the Lenders of such Sanctions Event, and (ii) comply with all applicable Legal Requirements 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 Loan Party hereby authorizes and consents to the Administrative Agent, and the Lenders taking any and all steps the Administrative Agent, or the Lenders deem necessary, in their Subsidiaries sole but reasonable discretion, to avoid violation of all applicable Legal Requirements 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 Loan Party will, directly or, to the knowledge of any Loan Party, indirectly, use any proceeds of the Company, any director, officer, employee, agent, Loans to finance or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: otherwise fund (i) the subject of any sanctions administered activity or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, business with or other relevant sanctions authority, related to any Sanctioned Person or any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans, whether as lender, underwriter, advisor, investor, or territory that is a Sanctioned Countryotherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance Each Loan Party shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Loan Party and shall cause each of its Subsidiaries to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to Subsidiary. (b) Each Loan Party shall provide the Administrative Agent, the L/C Issuer, and the Lenders all any information regarding the Company such Loan Party, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Loan Party’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No BorrowerIf any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, Guarantor nor any of its officers or directors, any Affiliate, or any Subsidiary is named on any then current Sanctions List (such occurrence, a “Sanctions Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such Sanctions Event, and (ii) comply with all applicable Legal Requirements 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 Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their Subsidiaries sole but reasonable discretion, to avoid violation of all applicable Legal Requirements 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 Loan Party will, directly or, to the knowledge of any Loan Party, indirectly, use any proceeds of the CompanyLoans to (and the Borrowers shall not request any Letter of Credit, the proceeds of which, to the knowledge of any directorLoan Party, officerwill be used to) finance or otherwise fund, employee, agent, or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered activity or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, business with or other relevant sanctions authority, related to any Sanctioned Person or any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans or territory that is a Sanctioned CountryLetters of Credit, whether as lender, underwriter, advisor, investor, or otherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance At all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to thereto. (b) Provide the Administrative Agent, the L/C Issuer, and the Lenders all any information regarding the Company such Loan Party, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Loan Party’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No BorrowerIf any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, Guarantor nor any of their Subsidiaries or, to the knowledge of the Companyits officers or directors, any director, officer, employee, agentAffiliate, or Affiliate of any Subsidiary is named on any then current Sanctions List (such occurrence, a Borrower“Sanctions Event”), Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: promptly (i) give written notice to the subject Administrative Agent, the L/C Issuer, 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 Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any sanctions administered and all steps the Administrative Agent, the L/C Issuer, or enforced by OFACthe 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 State, the United Nations Security Council, the European Union, Her MajestyTreasury’s Treasury, or other relevant sanctions authority, or (ii) located, organized or resident in a country or territory that is a Sanctioned CountryOffice of Foreign Assets Control).

Compliance with Sanctions Programs. (a) The Company Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company Loan Party has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information regarding the Company such Loan Party and its directors, officers, Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption LawsPrograms. None To the best of the Companyeach Loan Party’s knowledge, neither any Loan Party nor any of its Subsidiaries or, to the best of the Company’s knowledge, any of its officers or directors, officers Affiliates or Affiliates Subsidiaries is, as of the date hereof, a Sanctioned Person. . No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or the United Kingdom Bribery Act of 2010. -56- Section 5.21. Absence of Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event of Default or (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all applicable Anti-Corruption Laws and Sanctions Programs. (c) No Borrower, Guarantor nor any of their Subsidiaries or, to the knowledge of the Company, any director, officer, employee, agentwhich constitutes, or Affiliate which with the passage of time or giving of notice or both would constitute, a Borrowerdefault or event of default by any Loan Party or any Subsidiary thereof under (i) any Material Contract or (ii) any judgment, Guarantor decree or order to which any Loan Party or any Subsidiary thereof is a party or by which any Loan Party or any Subsidiary thereof or any of their Subsidiaries is an individual respective Properties may be bound or entity that iswhich would require any Loan Party or any Subsidiary thereof to make any payment under such judgment, decree or is owned order that, in any case under this clause (b), could, either individually or controlled by Persons that are: (i) in the subject of any sanctions administered or enforced by OFACaggregate, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, or (ii) located, organized or resident in reasonably be expected to have a country or territory that is a Sanctioned CountryMaterial Adverse Effect.

Compliance with Sanctions Programs. (a) The Company is in compliance Each Loan Party shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Loan Party and shall cause each of its Subsidiaries to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to Subsidiary. (b) Each Loan Party shall provide the Administrative Agent, the L/C Issuer, and the Lenders all any information regarding the Company such Loan Party, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Loan Party’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No BorrowerIf any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, Guarantor nor any of its officers or directors, any Affiliate, or any Subsidiary is named on any then current Sanctions List (such occurrence, a “Sanctions Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such Sanctions Event, and (ii) comply with all applicable Legal Requirements 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 Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their Subsidiaries sole but reasonable discretion, to avoid violation of all applicable Legal Requirements 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 Loan Party will, directly or, to the knowledge of any Loan Party, indirectly, use any proceeds of the CompanyLoans to (and the Borrower shall not request any Letter of Credit, the proceeds of which, to the knowledge of any directorLoan Party, officerwill be used to) finance or otherwise fund, employee, agent, or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered activity or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, business with or other relevant sanctions authority, related to any Sanctioned Person or any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans or territory that is a Sanctioned CountryLetters of Credit, whether as lender, underwriter, advisor, investor, or otherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance Each Loan Party shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Loan Party and shall cause each of its Subsidiaries to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to Subsidiary. (b) Each Loan Party shall provide the Administrative Agent, the L/C Issuer, and the Lenders all any information regarding the Company such Loan Party, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Loan Party’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No BorrowerIf any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, Guarantor nor any of its officers or directors, any Affiliate, or any Subsidiary is named on any then current Sanctions List (such occurrence, a “Sanctions Event”), such Loan Party shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, 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 Loan Party hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their Subsidiaries orsole 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 Loan Party will use any proceeds of the Loans (and the Borrower shall not request any Letter of Credit, the proceeds of which, to the knowledge of the CompanyLoan Parties, any directorwill be used to) finance or otherwise fund, officerdirectly or indirectly, employee, agent, or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered activity or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, business with or other relevant sanctions authority, related to any Sanctioned Person or any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans or territory that is a Sanctioned CountryLetters of Credit, whether as lender, underwriter, advisor, investor, or otherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance Each Loan Party shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Loan Party and shall cause each of its Subsidiaries to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to Subsidiary. (b) Each Loan Party shall provide the Administrative Agent, the L/C Issuer, Agent and the Lenders all any information regarding the Company such Loan Party, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C Issuer, Agent and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Loan Party’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No BorrowerIf any Loan Party obtains actual knowledge or receives any written notice that such Loan Party, Guarantor nor any of their Subsidiaries or, to the knowledge of the Companyits officers or directors, any director, officer, employee, agentAffiliate, or Affiliate of any Subsidiary is named on any then current Sanctions List (such occurrence, a Borrower“Sanctions Event”), Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: such Loan Party shall promptly (i) give written notice to the subject Agent 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 Loan Party hereby authorizes and consents to the Agent and the Lenders taking any sanctions administered and all steps the Agent or enforced by OFACthe 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 StateTreasury’s Office of Foreign Assets Control). (d) No Loan Party will use any proceeds of the Loans to finance or otherwise fund, the United Nations Security Councildirectly or indirectly, the European Union, Her Majesty’s Treasury, (i) any activity or other relevant sanctions authority, business with or related to any Sanctioned Person or any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans, whether as lender, underwriter, advisor, investor, or territory that is a Sanctioned Countryotherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance Each Borrower and each Guarantor shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to it, non-compliance with which could reasonably be expected such Borrower or such Guarantor and shall cause each of its Subsidiaries to have a Material Adverse Effect. Each Subsidiary of the Company is in compliance comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to such Subsidiary non-compliance with which could reasonably be expected to have a Material Adverse Effect. The Company has provided to Subsidiary. (b) Each Borrower and each Guarantor shall provide the Administrative Agent, the L/C IssuerIssuers, and the Lenders all any information regarding the Company such Borrower, such Guarantor, its Affiliates, and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for the Administrative Agent, the L/C IssuerIssuers, and the Lenders to comply with all applicable Sanctions Programs and Anti-Corruption Laws. None Programs; subject however, in the case of the Company, any of its Subsidiaries orAffiliates, to the best of the Companysuch Borrower’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned Person. (b) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed such Guarantor’s ability to ensure compliance by the Borrowers, their Subsidiaries, and the Borrowers’ and their Subsidiaries’ respective directors, officers and employees with all provide information applicable Anti-Corruption Laws and Sanctions Programsto them. (c) No If the General Partner, any Borrower or any Guarantor obtains actual knowledge or receives any written notice that such Borrower, any Affiliate, such Guarantor nor 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 Subsidiaries orsole 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 CompanyGeneral Partner, any directorthe Borrowers and the Guarantors, officerwill be used to) finance or otherwise fund, employeedirectly or indirectly, agent, or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered activity or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, business with or other relevant sanctions authority, related to any Sanctioned Person or any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans or territory that is a Sanctioned CountryLetters of Credit, whether as lender, underwriter, advisor, investor, or otherwise).

Compliance with Sanctions Programs. (a) The Company is in compliance shall at all times comply with the requirements of all Sanctions Programs and Anti-Corruption Laws applicable to itthe Company and shall cause each of its Subsidiaries to comply with the requirements of all Sanctions Programs applicable to such Subsidiary, in each case, the non-compliance with which could reasonably be expected to have a Material Adverse Effect. Each Subsidiary of . (b) The Company shall provide the Company is in compliance Administrative Agent, the L/C Issuer, and the Lenders promptly after request therefor any information regarding the Company, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer and the Lenders to comply with the requirements of all applicable Sanctions Programs and Anti-Corruption Laws 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 any then current Sanctions List (such Subsidiary non-compliance with which could reasonably be expected to have occurrence, a Material Adverse Effect. The “Sanctions Event”), the Company has provided shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such Sanctions Event, and (ii) comply with all information regarding 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 the Company hereby authorizes and its Affiliates and Subsidiaries requested by the Administrative Agent and necessary for consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to comply with 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 Anti-Corruption Laws. None of the Company, any of its Subsidiaries or, reporting such action to the best of the Company’s knowledge, any of its directors, officers or Affiliates is, as of the date hereof, a Sanctioned PersonOFAC). (bd) The Borrowers and their Subsidiaries have instituted and maintain in effect policies and procedures reasonably designed to ensure compliance by No Borrower will use any proceeds of the Borrowers, their Subsidiaries, Loans (and the Borrowers’ and their Subsidiaries’ respective directorsBorrower shall not request any Letter of Credit, officers and employees with all applicable Anti-Corruption Laws and Sanctions Programs. (c) No Borrower, Guarantor nor any the proceeds of their Subsidiaries orwhich, to the knowledge of the CompanyBorrowers, any director, officer, employee, agent, or Affiliate of a Borrower, Guarantor or any of their Subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: will be used to) (i) the subject of to finance or otherwise fund, directly or indirectly, any sanctions administered activity or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, business with any Sanctioned Person or other relevant sanctions authority, any Sanctioned Country or (ii) located, organized or resident in any other manner that will result in a country violation of any Sanctions Program by any Person (including any Person participating in the Loans or territory that is a Sanctioned CountryLetters of Credit, whether as lender, underwriter, advisor, investor, or otherwise).