Common use of Foreign Assets Control Regulations and Anti-Money Laundering Clause in Contracts

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries is and will remain in compliance in all material respects with all U.S. economic sanctions laws, executive orders and implementing regulations as promulgated by OFAC, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Obligated Party and its Subsidiaries each Subsidiary of each Obligated Party is and will remain in compliance in all material respects with all U.S. United States economic sanctions lawsLaws, executive orders Executive Orders and implementing regulations as promulgated by OFAC, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Obligated Party and no Subsidiary or Affiliate of a Credit any Obligated Party (ia) is a Person designated by the U.S. United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. United States Person cannot deal with or otherwise engage in business transactions, (iib) is a Person who is otherwise the target of U.S. United States economic sanctions laws sanction Laws such that a U.S. United States Person cannot deal or otherwise engage in business transactions with such Person Person, or (iiic) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. United States law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors and to the knowledge of the Borrower, its Subsidiaries is employees and agents, are in compliance with and will remain in compliance in all material respects with all U.S. United States economic sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Party, or to the knowledge of such Credit Party or Subsidiary any of their respective directors, officers or employees, or any agent of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from the Credit Facility established hereby (i) is a Person designated by the U.S. United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. United States Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. United States economic sanctions laws such that a U.S. United States Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may United States law (persons described in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws(i)-(iii) foregoing being “Sanctioned Persons”).

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. and Canadian economic sanctions laws, executive orders Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act (Canada) and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itany of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. economic sanctions laws, executive orders Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary or Person directly or indirectly controlling (as the term “control” is determined pursuant to the second sentence of the definition of the term “Affiliate” hereunder) of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. economic sanctions laws, executive orders Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary or Person directly or indirectly controlling (as the term “control” is determined pursuant to the second sentence of the definition of the term “Affiliate” hereunder) of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Note Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each The Credit Party Parties and its each of their Subsidiaries is and, to the knowledge of each Credit Party, their respective directors, officers and employees, are and will remain in compliance in all material respects with all applicable U.S. economic sanctions laws, executive orders and implementing regulations as promulgated by OFACthe U.S. Treasury Department’s Office of Foreign Assets Control, any other enabling legislation or executive order relating thereto (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act, the Patriot Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person Person, or (iii) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries Borrower is and will remain in compliance in all material respects with all U.S. United States economic sanctions laws, executive orders Executive Orders and implementing regulations as promulgated by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary Neither Borrower nor any Affiliate of a Credit Party Borrower (ia) is a Person designated by the U.S. United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. United States Person cannot deal with or otherwise engage in business transactions, (iib) is a Person who is otherwise the target of U.S. United States economic sanctions sanction laws such that a U.S. United States Person cannot deal or otherwise engage in business transactions with such Person Person, or (iiic) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. United States law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. US and Canadian economic sanctions laws, executive orders Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act (Canada) and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itany of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by the U.S. US government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. US Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. US economic sanctions laws such that a U.S. US Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. US economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. US law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each The Credit Parties and each of their Subsidiaries and their respective directors, officers and employees and, to the knowledge of each Credit Party, the agents of each Credit Party and its Subsidiaries is each of their Subsidiaries, are and will remain in compliance in all material respects with all U.S. economic sanctions laws, executive orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person Person, or (iii) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Loan Party and its Subsidiaries each Subsidiary and their respective directors, officers and employees and, to the best knowledge of each of them, their agents, is and will remain in compliance in all material respects with all applicable sanctions administered or enforced by the U.S. economic Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, or other relevant sanctions laws, executive orders and implementing regulations as promulgated by OFACauthority, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itit (collectively, “Sanctions”). No Credit Loan Party and no Subsidiary or Affiliate of a Credit Party Loan Party, including, to their knowledge, any director, officer, employee or agent, is an individual or an entity that is (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws Sanctions such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person Person, or (iii) is controlled by (including without limitation by virtue of such Person person being a director (or manager) or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions Sanctions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions lawsLaw.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Loan Party and its Subsidiaries each Subsidiary and their respective directors, officers and employees and, to the best knowledge of each of them, their agents, is and will remain in compliance in all material respects with all applicable sanctions administered or enforced by the U.S. economic Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, or other relevant sanctions laws, executive orders and implementing regulations as promulgated by OFACauthority, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itit (collectively, "Sanctions"). No Credit Loan Party and no Subsidiary or Affiliate of a Credit Party Loan Party, including, to their knowledge, any director, officer, employee or agent, is an individual or an entity that is (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “"SDN List”") with which a U.S. Person cannot deal or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws Sanctions such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person Person, or (iii) is controlled by (including without limitation by virtue of such Person person being a director (or manager) or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions Sanctions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions lawsLaw.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Group Party and its Subsidiaries is and will remain in compliance in all material respects with all U.S. economic sanctions laws, executive orders and implementing regulations as promulgated by OFAC, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Group Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document Preferred Agreement would be prohibited under U.S. law. None of the Credit Group Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. and Canadian economic sanctions laws, executive orders Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act (Canada) and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to itany of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Loan Document would be prohibited under U.S. law. None of the Credit Parties nor any of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in any country that is subject to U.S. economic sanctions laws.

Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and its Subsidiaries is and will remain in compliance in all material respects with all U.S. applicable economic sanctions lawsLaws, executive orders Executive Orders and implementing regulations as promulgated by OFAC, OFAC and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it(collectively, “Sanctions Laws”). No Neither any Credit Party and no Subsidiary nor any Affiliate of a any Credit Party or, to the knowledge of Borrower, any employees, agents or advisors of the foregoing (ia) is a Person designated by the U.S. United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (iib) is a Person who is otherwise the target of U.S. United States economic sanctions laws sanction Laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person Person, or (iiic) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person or entity on the SDN List or a foreign government that is the target of U.S. United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or Agreement, any other Credit Loan Document would be prohibited under U.S. lawUnited States Law. None No part of the Credit Parties nor proceeds of the Loans will be used, directly or indirectly, for the purpose of financing any activities or business of their Subsidiaries has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment with any Person or other commercial activities in any country that is subject to U.S. economic sanctions lawsor territory in violation of any Sanctions Laws.