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

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 employees and agents, are in compliance with and will remain in compliance in all material respects with all 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 United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States economic sanctions laws such that a 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 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 United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) 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 Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party Borrower 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 employees and agents, are in compliance with and will remain Borrower is in compliance in all material respects with all United States U.S. economic sanctions laws, executive orders Executive Orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and ), any other sanctions or anti-terrorism laws imposed, administered or enforced by the U.S. Department United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of Statethe United Kingdom or any other Governmental Authority with jurisdiction over any Term Lender or any Loan Party or any of their respective Subsidiaries or Affiliates (collectively, and “Sanctions”), all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“Anti-Money Laundering Laws”) and in each case, all regulations issued pursuant to it. No Credit Party Borrower and no Subsidiary or Affiliate 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 Borrower (ia) is a Person designated by the United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States U.S. Person cannot deal with or otherwise engage in business transactions, (iib) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States U.S. Person cannot deal or otherwise engage in business transactions with such 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 United States 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 United States U.S. law (persons described in (i)-(iii) foregoing being any such Person, a “Sanctioned PersonsPerson”). (b) 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 Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the No proceeds of any Borrowing (A) in furtherance of an offerTerm Loan made hereunder will be used to fund any operations in, payment, promise to payfinance any investments or activities in, or authorization of the payment or giving of moneymake any payments to, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any a Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) otherwise used in any manner that would result in the a violation of any Sanctions applicable to Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any party heretoPerson (including any Term Lender or other individual or entity participating in any transaction).

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Neither the making of Loans under this Agreement nor the use of the proceeds thereof shall cause the Borrower or any Subsidiary of each Credit Party and each of their and their respective officers and directors and the Borrower to the knowledge violate any material provision of the BorrowerU.S. Bank Secrecy Act, its employees as amended, and agents, are in compliance with and will remain in compliance in all material respects with all United States economic any applicable regulations thereunder or any of the sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated programs administered by the United States Treasury DepartmentU.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and of the U.S. United States Department of StateTreasury, any regulations promulgated thereunder by OFAC or under any affiliated or successor governmental or quasi-governmental office, bureau or agency and all applicable anti-money laundering and counter-terrorism financing provisions any enabling legislation or executive order relating thereto. Without limiting the foregoing, neither the Borrower nor any Subsidiary 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 Borrower (i) is a Person designated person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 200l Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) knowingly engages in any dealings or transactions prohibited by the United States government Section 2 of such executive order, or is otherwise knowingly associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of the Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order. (b) The Borrower and its Subsidiaries are in compliance, in all material respects, with the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise Uniting and Strengthening of America by Providing the target Appropriate Tools Required to Intercept and Obstruct Terrorism Act of United States economic sanctions laws such that a United States Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue 2001. No part of such person being a director or owning voting shares or interests), or actsthe proceeds of the Loans hereunder will knowingly be used, directly or indirectly, for any payments to any governmental official or on behalf ofemployee, any person or entity on the SDN List or political party, official of a foreign government that is the target of United States economic sanctions prohibitions such that the entry intopolitical party, candidate for political office, or performance underanyone else acting in an official capacity, this Agreement in order to obtain, retain or direct business or obtain any other Credit Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directorsimproper advantage, and to the knowledge of the Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates Foreign Corrupt Practices Act of 1977, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoas amended.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Party and each Neither the making of Loans under this Agreement nor the use of the proceeds thereof shall cause the Borrower or any Subsidiary of each Credit Party and each of their and their respective officers and directors and the Borrower to the knowledge violate any material provision of the BorrowerU.S. Bank Secrecy Act, its employees as amended, and agents, are in compliance with and will remain in compliance in all material respects with all United States economic any applicable regulations thereunder or any of the sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated programs administered by the United States Treasury DepartmentU.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and of the U.S. United States Department of StateTreasury, any regulations promulgated thereunder by OFAC or under any affiliated or successor governmental or quasi-governmental office, bureau or agency and all applicable anti-money laundering and counter-terrorism financing provisions any enabling legislation or executive order relating thereto. Without limiting the foregoing, neither the Borrower nor any Subsidiary 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 Borrower (i) is a Person designated person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 200l Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) knowingly engages in any dealings or transactions prohibited by the United States government such Section 2 of such executive order, or is otherwise knowingly associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of the Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order. (b) The Borrower and its Subsidiaries are in compliance, in all material respects, with the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise Uniting and Strengthening of America by Providing the target Appropriate Tools Required to Intercept and Obstruct Terrorism Act of United States economic sanctions laws such that a United States Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue 2001. No part of such person being a director or owning voting shares or interests), or actsthe proceeds of the Loans hereunder will knowingly be used, directly or indirectly, for any payments to any governmental official or on behalf ofemployee, any person or entity on the SDN List or political party, official of a foreign government that is the target of United States economic sanctions prohibitions such that the entry intopolitical party, candidate for political office, or performance underanyone else acting in an official capacity, this Agreement in order to obtain, retain or direct business or obtain any other Credit Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directorsimproper advantage, and to the knowledge of the Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates Foreign Corrupt Practices Act of 1977, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoas amended.

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 employees and agents, are in compliance with and will remain in compliance in all material respects with all 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 United States government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States economic sanctions laws such that a 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 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 United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) 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 Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Anti-Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each To the extent applicable, 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 employees and agents, are in compliance with and will remain is in compliance in all material respects with all United States applicable economic sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated and administered by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and ), the U.S. Department of State, the European Union or any European Union member state, His Majesty’s Treasury of the United Kingdom (and its respective governmental departments), Canada, Australia, Japan or the United Nations Security Council (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 PartySubsidiary, or and 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, no director, officer, employee, agent, affiliate or representative of a Credit Party or 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 United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States U.S. Person cannot deal with or otherwise engage in business transactions, ; (ii) is located, organized or resident in a Person who is otherwise the target of United States economic sanctions laws such country or territory that a 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 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 itself is the target subject of United States economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under United States law comprehensive Sanctions (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) Each Credit Party and each Subsidiary of each Credit Party and each of their and their respective officers and directors, and to the knowledge as of the Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time date of this Agreement, Crimea, Cuba, Iran, North Korea Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Syriathe Zaporizhzhia and Kherson regions of Ukraine); or (iii) a Person who is the subject of Sanctions. No Borrower will, directly or indirectly, use the proceeds of any Loan or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the extent time of such activitiesfunding or issuance, business is the subject of Sanctions, or transaction would be prohibited in any other manner that will result in a violation by Sanctions if conducted by a corporation incorporated any Person (including any Person participating in the United StatesTransactions, whether as lender, arranger, advisor, investor or (Cotherwise) in any manner that would result in the violation of any Sanctions applicable to any party heretoSanctions.

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 employees and agents, are in compliance with Group Member is and will remain in compliance in all material respects with all United States U.S. economic sanctions laws, executive orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State), and all applicable anti-money laundering and counter-counter- terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it, in each case to the extent that failure to so comply could reasonably be expected to result in (i) the imposition of a penalty or fine or (ii) a suspension or material impairment of such Group Member’s operations or business. No Credit Party and no Subsidiary of a Credit Party, or to the knowledge of such Credit Party or Subsidiary Group Member nor any of their respective directors, officers or employees, its Subsidiaries or any agent director, officer or employee of any Credit Party or any Subsidiary that will act in any capacity in connection with or benefit from of the Credit Facility established hereby foregoing (i) is a Person designated by the United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States 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 United States 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 United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) Each Credit Party and each Subsidiary U.S. law. No part of each Credit Party and each of their and their respective officers and directors, and to the knowledge of the Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such laws. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower will not request any Borrowing, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance Loan will be used for any payments to any government official or employee, political party, official of an offera political party, payment, promise to paycandidate for political office, or authorization of the payment anyone else acting in an official capacity, in order to obtain, retain or giving of moneydirect business or obtain any improper advantage, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United StatesStates Foreign Corrupt Practices Act of 1977, or (C) in any manner that would result in as amended, and the violation of any Sanctions applicable to any party heretorules and regulations thereunder.

Foreign Assets Control Regulations and Anti-Money Laundering. (a) Each Credit Loan Party and each Subsidiary of each Credit a Loan Party and each of are, to their and their respective officers and directors and to the knowledge of the Borrowerknowledge, its employees and agents, are in compliance with and will remain in compliance in all material respects with all United States applicable U.S. economic sanctions laws, executive orders Executive Orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. 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 To each Loan Party’s knowledge, no Loan 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 United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States 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)by, 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 United States U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Fundamental Document would be prohibited under United States law (persons described in (i)-(iii) foregoing being “Sanctioned Persons”). (b) 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 Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such lawsU.S. law. The Credit Parties will maintain Borrower has implemented and maintains in effect and enforce policies and procedures designed to promote ensure compliance in all material respects by the Credit PartiesBorrower, their its Subsidiaries and their respective directors, officers, employees and agents with Anti- Anti-Corruption Laws and applicable sanctions. The Borrower will not request any BorrowingSanctions, and the Credit Parties shall not useBorrower, its Subsidiaries and their respective officers and employees, and shall procure their Subsidiaries to the knowledge of the Borrower its directors and its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to payofficers or employees, or authorization (b) to the knowledge of the payment Borrower, any agent of the Borrower or giving any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan or Letter of moneyCredit, use of proceeds or anything else of value, to any Person in violation of any other transaction contemplated by this Agreement will violate Anti-Corruption Laws, (B) for the purpose of funding, financing Laws or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoSanctions.

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 employees and agents, are in compliance with and will remain is in compliance in all material respects with all United States U.S. economic sanctions laws, executive orders Executive Orders and implementing regulations (collectively, “Sanctions”) as promulgated by the United States U.S. 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 Partyand, or to the knowledge of such any Responsible Officer of the Borrowers, no Affiliate of a 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 United States U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business transactionsHMT’s consolidated list of Financial Sanctions Targets or the Investment Ban List or any similar list enforced by any other relevant sanctions authority, (ii) is a Person who is otherwise the target of United States U.S. economic sanctions laws such that a United States U.S. Person cannot deal or otherwise engage in business transactions with such Person or Person, (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 United States 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 United States law U.S. law, or (persons described iv) is located, organized or resident in (i)-(iii) foregoing being “Sanctioned Persons”). (b) 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 Credit Parties, their respective employees and agents, are in compliance with the Anti-Corruption Laws in all material respects and will remain in compliance in all material respects with such lawsa Designated Jurisdiction. The Credit Parties will maintain in effect and enforce policies and procedures designed to promote compliance in all material respects by the Credit Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable sanctions. The Borrower Borrowers will not request any Borrowingdirectly or indirectly, and the Credit Parties shall not use, and shall procure their Subsidiaries and its or their respective directors, officers, employees and agents shall not use, use of the proceeds of any Borrowing (A) Loan in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria), to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions will violate applicable to any party heretoSanctions.