Common use of Foreign Assets Control Regulations, Etc Clause in Contracts

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned PersonTo the extent applicable, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries each Sponsor Party is in compliance, in all material respects, with (i) all Foreign Asset Control Regulations, (ii) all applicable orders, rules and regulations of OFAC, and (iii) the Patriot Act. (cii) No part Neither the making of any Advances (as such term is defined in the Common Agreement) nor the use of the proceeds from thereof will violate any Foreign Asset Control Regulations or any anti-boycott laws and regulations, other than as a result of the Non-Sponsor Investor Status. (iii) Neither any Project Entity, the Sponsor, nor any Person who controls a Project Entity or the Project Company, nor any of their members, directors, officers, parents or subsidiaries: (x) is subject to United States or multilateral economic or trade sanctions in which the Loans hereunder will be United States participates, (y) is owned or controlled by, or acts on behalf of, any governments, corporations, entities or individuals that are subject to United States or multilateral economic or trade sanctions in which the United States participates, or (z) is a Prohibited Person or otherwise is named, identified or described on any blocked persons list, designated nationals list, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals or entities with whom United States persons may not conduct business, including lists published or maintained by OFAC, lists published or maintained by the U.S. Department of Commerce, and lists published or maintained by the U.S. Department of State. (iv) No event has occurred and no condition exists that is likely to result in any Project Entity, the Sponsor, any Sponsor Affiliate, nor any Person who controls a Project Entity or the Sponsor, nor any of their members, directors, officers, parents or subsidiaries, becoming a Prohibited Person. (v) To Sponsor’s Knowledge without independent investigation, no Major Project Participant, no Person who owns or Controls any Major Project Participant, nor any of their members, directors, officers, parents or subsidiaries, is a Prohibited Person or otherwise is named, identified or described on any blocked persons list, designated nationals list, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals or entities with whom United States persons may not conduct business, including lists published or maintained by OFAC, lists published or maintained by the U.S. Department of Commerce, and lists published or maintained by the U.S. Department of State. (vi) None of the Collateral Security is traded or used, directly or indirectly, for any payments to any governmental official by a Prohibited Person or employee, political party, official of by a political party, candidate for political office, or anyone else acting Person organized 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrowera Prohibited Jurisdiction. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, Affiliated Entities is (i) is a Sanctioned Person, including a Person described or designated in whose name appears on the List of Specially Designated Nationals and Blocked Persons List of published by the Office of Foreign Assets Control or in Section 1 Control, U.S. Department of the Anti-Terrorism Order and Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) engages a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Syria, the Crimea region of Ukraine and North Korea (each OFAC Listed Person and each other entity described in any dealings or transactions with any such Sanctioned Person including clause (ii), a Person described or designated in the Specially Designated Nationals and “Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot ActPerson”). (cb) No part of the proceeds from any of the Loans made hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrower or indirectlyindirectly through any Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Person known by the Borrower to be a Blocked Person. (c) To the Borrower’s best knowledge, neither the Borrower nor any of its Affiliated Entities (i) is under investigation by any Governmental Authority for, or has been charged by any Governmental Authority with or convicted by any Governmental Authority of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited by any Governmental Authority in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that the Borrower and each of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future Anti-Money Laundering Laws that apply to the Borrower. (d) No part of the proceeds from the Loans made hereunder will be used by the Borrower and its Affiliated Entities for any illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that the Borrower and each of its Affiliated Entities is and will continue to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in material compliance with all cases applicable current and future anti-corruption laws and regulations that such Act, legislation or executive order applies apply to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None of the executionrequesting or borrowing of the Loans or the requesting or issuance, delivery extension or performance renewal of any Loan Document, the issuance Letter of any Notes, Credit Accommodations or the use of the proceeds of the Loans any thereof will violate the Trading with With the Enemy Act (50 U.S.C. §1 et seq., as amended) (the “Trading With the Enemy Act, as amended, ”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFRC.F.R., Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling or successor legislation or executive order relating thereto. thereto (including, but not limited to (a) Executive order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Patriot Act. Neither the any Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower Subsidiaries or such Subsidiary, any of their respective directors, officers other Affiliates is or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is become a Sanctioned Person, including a Entity or Sanctioned Person as described or designated in the Specially Designated Nationals and Blocked Persons List of Executive Order, the Office of Trading with the Enemy Act or the Foreign Assets Control Regulations or in Section 1 of the Anti-Terrorism Order and (ii) engages or will engage in any dealings or transactions transactions, or be otherwise associated, with any such Sanctioned Person including a Person described Entity or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderSanctioned Person. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans made hereunder will be usedused by any Borrower or Guarantor or any of their Affiliates, 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower Company nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, Affiliated Entity (i) is a Sanctioned Person, including a Person described or designated in whose name appears on the list of Specially Designated Nationals and Blocked Persons List of published by the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”), (ii) knowingly engages in any dealings or transactions with any such Sanctioned OFAC Listed Person, or (iii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (A) any OFAC Listed Person including or (B) the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other entity described or designated in the Specially Designated Nationals and clause (iii), a “Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot ActPerson”). (cb) No part of the proceeds from the sale of the 2011 Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) Neither the Company nor any Affiliated Entity (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the Loans circumstances (in any event as required by applicable law), to ensure that the Company and each Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the 2011 Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, advantage in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies . The Company has taken reasonable measures appropriate to the Borrower. circumstances (d) The Borrower has implemented and maintains in effect policies and procedures designed any event as required by applicable law), to ensure compliance by that the Borrower, its Subsidiaries Company and their respective directors, officers, employees each Affiliated Entity is and agents with all laws, rules, and regulations of any jurisdiction applicable will continue to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are be in compliance with such laws, rules, all applicable current and regulations concerning or relating to Antifuture anti-Corruption Laws corruption laws and applicable Sanctions in all material respectsregulations.

Foreign Assets Control Regulations, Etc. (a) None Neither the borrowing of the execution, delivery or performance of any Term Loan Document, the issuance of any Notes, or the by Borrower hereunder nor its use of proceeds of the Loans thereof will violate (i) the United States Trading with the Enemy Act, as amended, or (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. , (biii) Neither Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the Borrower nor any of its Subsidiaries, nor, to the knowledge President of the Borrower United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or such Subsidiary, any of their respective directors, officers or employees, nor to Support Terrorism) (the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby“Terrorism Order”), (iiv) is a Sanctioned PersonUSA PATRIOT ACT, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (iiv) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderUSA FREEDOM ACT. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder Term Loan will be used, directly or Knowingly indirectly, for any material 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, as amended. (b) Neither Parent nor any Subsidiary, including Borrower (i) is or will become a “blocked person” as described in Section 1.01 of the Terrorism Order or (ii) engages or will engage in any dealings or transactions, or is otherwise associated, with any enabling or successor legislation or executive order relating theretosuch blocked person. (c) Each Loan Party, assuming including Borrower, and their respective Affiliates are in compliance, in all cases that such Actmaterial respects, legislation or executive order applies to with the BorrowerUSA PATRIOT ACT and the USA FREEDOM ACT. (d) The Borrower has implemented and maintains in effect policies and procedures designed Loan Parties, each of their Subsidiaries, and, to ensure compliance by the BorrowerKnowledge of Parent, its Subsidiaries and each of their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge Knowledge of Parent, the agents of the Borrower its directors and agentsLoan Parties, are and will remain in material compliance with such laws, rules, all applicable Sanctions and regulations concerning or relating to all Anti-Corruption Laws and Anti-Money Laundering Laws. Parent and its Subsidiaries, including Borrower have instituted and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions in all material respectsSanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Anti- Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Anti- Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower or any of its Subsidiaries, or (b) to the knowledge of any Responsible Officer, any of the directors, officers or employees while in such office of the Borrower or any of its Subsidiaries or any agent of the Borrower or any of its Subsidiaries that acts at the direction of the Borrower or any of its Subsidiaries in connection with the credit facility established hereby, is a Sanctioned Person. No Loan or use of proceeds contemplated by the Credit Agreement will violate Anti-Corruption Laws or applicable Sanctions.

Foreign Assets Control Regulations, Etc. (a) None The use of the execution, delivery or performance of any Loan Document, proceeds from the issuance of any Notes, or the use of proceeds of the Term Loans hereunder will not violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) Sanctions or any enabling or successor legislation or executive order relating thereto. (b) Neither None of the Borrower nor any of its SubsidiariesBorrower, northe Subsidiaries or it or their respective directors or officers (in each case, acting their capacities as such) or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge Responsible Officer of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, Qualified Lessee: (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated Person. The Borrower, the Subsidiaries and it and their respective directors and officers (in each case, acting in their capacities as such) and, to the Specially Designated Nationals and Blocked Persons List knowledge of any Responsible Officer of the Office of Foreign Assets Control or in Section 1 of Borrower, the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is Qualified Lessees are in compliance, in all material respects, with the Patriot ActUSA PATRIOT Act and Sanctions, each as applicable to them. (c) No part of the proceeds from any of the Term Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating theretoAnti-Corruption Laws, assuming in all cases that such Act, legislation or executive order applies Anti-Corruption Laws apply to the Borrower and each other Loan Party. The Borrower. , the Subsidiaries and it and their respective directors and officers (din each case, acting in their capacities as such) The Borrower has implemented and, to the knowledge of any Responsible Officer of the Borrower, the Qualified Lessees are in compliance, in all material respects, with Anti-Corruption Laws, as applicable to them, and maintains in effect policies and procedures have been implemented and maintained that are designed to ensure compliance by the Borrower, its Subsidiaries and it and their respective directorsdirectors and officers (in each case, officers, employees and agents acting in their capacities as such) with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None Neither the borrowing of the execution, delivery or performance of any Term Loan Document, the issuance of any Notes, or the by Bxxxxxxx hereunder nor its use of proceeds of the Loans thereof will violate (i) the United States Trading with the Enemy Act, as amended, or (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. , (biii) Neither Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the Borrower nor any of its Subsidiaries, nor, to the knowledge President of the Borrower United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or such Subsidiary, any of their respective directors, officers or employees, nor to Support Terrorism) (the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby“Terrorism Order”), (iiv) is a Sanctioned PersonUSA PATRIOT ACT, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (iiv) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderUSA FREEDOM ACT. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder Term Loan will be used, directly or Knowingly indirectly, for any material 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, as amended. (b) Neither Parent nor any Subsidiary, including Borrower (i) is or will become a “blocked person” as described in Section 1.01 of the Terrorism Order or (ii) engages or will engage in any dealings or transactions, or is otherwise associated, with any enabling or successor legislation or executive order relating theretosuch blocked person. (c) Each Loan Party, assuming including Borrower, and their respective Affiliates are in compliance, in all cases that such Actmaterial respects, legislation or executive order applies to with the BorrowerUSA PATRIOT ACT and the USA FREEDOM ACT. (d) The Borrower has implemented and maintains in effect policies and procedures designed Loan Parties, each of their Subsidiaries, and, to ensure compliance by the BorrowerKnowledge of Parent, its Subsidiaries and each of their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge Knowledge of Parent, the agents of the Borrower its directors and agentsLoan Parties, are and will remain in material compliance with such laws, rules, all applicable Sanctions and regulations concerning or relating to all Anti-Corruption Laws and Anti-Money Laundering Laws. Parent and its Subsidiaries, including Borrower have instituted and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions in all material respectsSanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, Subsidiaries (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderPerson. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order Act applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, officers and employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the BorrowerBorrower and its Subsidiaries, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower and its Subsidiaries, their respective officers, employees, directors and agentsagents (such agents acting pursuant to the direction of the Borrower or its Subsidiaries), in each case, to the extent acting on behalf of the Borrower or its Subsidiaries, are in material compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower or any of its Subsidiaries, or (b) to the knowledge of any Responsible Officer, any of the directors, officers or employees while in such office of the Borrower or any of its Subsidiaries or any agent of the Borrower or any of its Subsidiaries that acts at the direction of the Borrower or any of its Subsidiaries in connection with the credit facility established hereby, is a Sanctioned Person. No Loan or use of proceeds contemplated by the Credit Agreement will violate Anti-Corruption Laws or applicable Sanctions.

Foreign Assets Control Regulations, Etc. (ai) None Neither the sale of the execution, delivery or performance of any Loan Document, First Closing Notes by the issuance of any Notes, or the Company hereunder nor its use of the proceeds of the Loans thereof will violate the U.S. Trading with the Enemy Act or the International Emergency Economic Powers Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any other enabling or successor legislation or executive order relating thereto. (bii) Neither None of the Borrower Company, the Trust nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, Subsidiaries (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the U.S. Department of the Treasury’s Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (each an “OFAC Designated Person”); (ii) is a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations (each a “Canadian Sanctions Designated Person”); or (iii) knowingly engages in any dealings or transactions with any such Sanctioned OFAC Designated Person including a Person described or designated in any Canadian Sanctions Designated Person. (iii) The Company, the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower Trust and its Subsidiaries is are in compliance, in all material respects, with the USA Patriot ActAct to the extent it is applicable to this transaction. (civ) No part of the proceeds from any the sale of the Loans First Closing Notes hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order Act applies to the BorrowerCompany. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None Each Loan Party and each Subsidiary of a Loan Party is 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”), and all applicable anti‑money laundering and counter‑terrorism financing provisions of the execution, delivery or performance of any Bank Secrecy Act and all regulations issued pursuant to it. No Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, of a Loan Party (i) is a Sanctioned Person, including a Person described or designated in by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons List of (the Office of Foreign Assets Control “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in Section 1 of the Anti-Terrorism Order and business transactions, (ii) engages is a Person who is otherwise the target of economic sanctions laws of the United States of America such that a U.S. Person cannot deal or otherwise engage in any dealings or 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 such Sanctioned Person including or entity on the SDN List or a Person described or designated in foreign government that is the Specially Designated Nationals and Blocked Persons List target of economic sanctions laws of the Office United States of Foreign Assets Control America prohibitions such that the entry into, or in Section 1 performance under, this Agreement or any other Loan Document would be prohibited under any requirement of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot ActLaw. (cb) No part of the proceeds from any of the Loans or Letters of Credit hereunder 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, as amended, assuming in all cases that such act applies to the Loan Parties. (c) Each Loan Party and its Subsidiaries are in compliance, in all material respects, with the (i) PATRIOT Act, (ii) the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), as amended and (iii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None Neither the borrowing of the execution, delivery or performance of any Term Loan Document, the issuance of any Notes, or the by Borxxxxx xxreunder nor its use of proceeds of the Loans thereof will violate (i) the United States Trading with the Enemy Act, as amended, or (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. , (biii) Neither Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the Borrower nor any of its Subsidiaries, nor, to the knowledge President of the Borrower United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or such Subsidiary, any of their respective directors, officers or employees, nor to Support Terrorism) (the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby“Terrorism Order”), (iiv) is a Sanctioned PersonUSA PATRIOT ACT, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (iiv) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderUSA FREEDOM ACT. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder Term Loan will be used, directly or Knowingly indirectly, for any material 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, as amended. (b) Neither Parent nor any Subsidiary, including Borrower (i) is or will become a “blocked person” as described in Section 1.01 of the Terrorism Order or (ii) engages or will engage in any dealings or transactions, or is otherwise associated, with any enabling or successor legislation or executive order relating theretosuch blocked person. (c) Each Loan Party, assuming including Borrower, and their respective Affiliates are in compliance, in all cases that such Actmaterial respects, legislation or executive order applies to with the BorrowerUSA PATRIOT ACT and the USA FREEDOM ACT. (d) The Borrower has implemented and maintains in effect policies and procedures designed Loan Parties, each of their Subsidiaries, and, to ensure compliance by the BorrowerKnowledge of Parent, its Subsidiaries and each of their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge Knowledge of Parent, the agents of the Borrower its directors and agentsLoan Parties, are and will remain in material compliance with such laws, rules, all applicable Sanctions and regulations concerning or relating to all Anti-Corruption Laws and Anti-Money Laundering Laws. Parent and its Subsidiaries, including Borrower have instituted and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions in all material respectsSanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.

Foreign Assets Control Regulations, Etc. (a) None Neither the borrowing of the execution, delivery or performance of any Term Loan Document, the issuance of any Notes, or the by Borrower hereunder nor its use of proceeds of the Loans thereof will violate (i) the United States Trading with the Enemy Act, as amended, or (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. , (biii) Neither Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the Borrower nor any of its Subsidiaries, nor, to the knowledge President of the Borrower United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or such Subsidiary, any of their respective directors, officers or employees, nor to Support Terrorism) (the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby“Terrorism Order”), (iiv) is a Sanctioned PersonUSA PATRIOT ACT, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (iiv) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderUSA FREEDOM ACT. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder Term Loan will be used, directly or Knowingly indirectly, for any material 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, as amended. (b) Neither Parent nor any Subsidiary, including Borrower (i) is or will become a “blocked person” as described in Section 1.01 of the Terrorism Order or (ii) engages or will engage in any dealings or transactions, or is otherwise associated, with any enabling or successor legislation or executive order relating theretosuch blocked person. (c) Each Loan Party, assuming including Borrower, and their respective Affiliates are in compliance, in all cases that such Actmaterial respects, legislation or executive order applies to with the BorrowerUSA PATRIOT ACT and the USA FREEDOM ACT. (d) The Borrower has implemented and maintains in effect policies and procedures designed Loan Parties, each of their Subsidiaries, and, to ensure compliance by the BorrowerKnowledge of Parent, its Subsidiaries and each of their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge Knowledge of Parent, the agents of the Borrower its directors and agentsLoan Parties, are and will remain in material compliance with such lawsall applicable Sanctions, rules, and regulations concerning or relating to Anti-Corruption Laws and Anti-Money Laundering Laws. Parent and its Subsidiaries, including Borrower have instituted and maintain or are subject to policies and procedures designed to ensure continued compliance with applicable Sanctions in all material respectsSanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including not a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages does not engage in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderPerson. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order act applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, Borrower and its Subsidiaries and their respective directors, officers, officers and employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower Borrower, its officers, employees, directors and agentsagents (such agents acting pursuant to the direction of Borrower), in each case, to the extent acting on behalf of Borrower, are in material compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, or (b) to the knowledge of any Responsible Officer, any of the directors, officers or employees while in such office of Borrower or any agent of Borrower that acts at the direction of Borrower in connection with the credit facility established hereby, is a Sanctioned Person. Neither the Loans nor use of proceeds contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

Foreign Assets Control Regulations, Etc. (ai) None of the executionBorrower, delivery the Predecessor Parent Pledgor, the Parent Pledgors, the Portfolio Manager or performance the Guarantor nor any Affiliate of any Loan Document, of them or of Imperial is (A) a person whose name appears on the issuance list of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of published by the Office of Foreign Assets Control Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (B) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other person, entity, organization and government of a country described in Section 1 of the Anti-Terrorism Order and clause (ii) engages in any dealings or transactions with any such Sanctioned Person including B), a Person described or designated in the Specially Designated Nationals and “Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot ActPerson”). (cii) No part of the proceeds from the Advances issued hereunder, under the Original Loan Agreement or under the Original Amended and Restated Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly or indirectly by the Borrower, the Parent Pledgors, the Predecessor Parent Pledgor, the Initial Servicer, the Portfolio Manager, the Initial Portfolio Manager, Imperial, the Guarantor or any Affiliate of any of them, in connection with any investment in, or, to the Loans Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (iii) To the Borrower’s actual knowledge, none of the Borrower, the Parent Pledgors, the Predecessor Parent Pledgor, the Portfolio Manager, the Guarantor, Imperial or any Affiliate of any of them (A) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any Applicable Law (collectively, “Anti-Money Laundering Laws”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (iv) No part of the proceeds from Advances funded hereunder were used or will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, Page 49 of 94 retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable taken reasonable measures appropriate to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees andcircumstances, to the knowledge of extent, if any, required by Applicable Law, to ensure that the Borrower its directors and agents, are each Affiliate thereof is and will continue to be in compliance with such laws, rules, all applicable current and regulations concerning or relating to Antifuture anti-Corruption Laws corruption laws and applicable Sanctions in all material respectsregulations.

Foreign Assets Control Regulations, Etc. (a) None Absence of Foreign or Enemy Status. Neither the Company nor any Subsidiary is an “enemy” or an “ally of the executionenemy” within the meaning of section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), delivery as amended. Neither the Company nor any Subsidiary is in violation of, none of the holders of Notes solely as a result of purchasing, holding, receiving any payment or performance of exercising any Loan Documentrights in respect of, any Note, will be in violation of, and neither the issuance and sale of any Notes, or the Notes by the Company nor its use of the proceeds of the Loans thereof as contemplated by this First Supplement will violate violate, (i) the Trading with the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, or any executive orders, proclamations or regulations issued pursuant thereto, or any of the foreign assets control regulations of the United States Department of the Treasury Department (31 CFRC.F.R., Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto, (ii) the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (Pub.L. 104-114, 110 Stat. 785 (1996)), as amended, or (iii) the USA Patriot Act. (b) Blocked Persons List and Anti-Terrorism Order. Neither the Borrower Company nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person designated as a “Specially Designated National” or “Blocked Person, including a Person described or designated ” in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or so designated in Section 1 of the Anti-Terrorism Order, or (ii) has any investments in, or engages in any dealings or transactions with, any Identified Person where such investments, dealings or transactions would cause the purchase, holding, or receipt of any payment or exercise of any rights in respect of, any Note by the holder thereof to be in violation of any of the laws or regulations identified in clause (a) or (b) of this Section 8.16. For purposes hereof, an “Identified Person” means a Person (x) who is designated as a “Specially Designated National” or “Blocked Person” on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the United States Department of the Treasury or designated in Section 1 of the Anti-Terrorism Order and or (iiy) engages that is the government of any country, or that is located or organized in any dealings country, or transactions with is a department, agency or instrumentality of, or is otherwise controlled by or acting on or behalf of, directly or indirectly, the government of any such Sanctioned Person including a Person described or designated in country, that is the Specially Designated Nationals and Blocked Persons List target of any of the several economic sanctions programs administered by the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge Department of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respectsTreasury (31 C.F.R. Parts 500 through 598).

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans Loan will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including not a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages does not engage in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism OrderPerson. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans Loan hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order act applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, Borrower and its Subsidiaries and their respective directors, officers, officers and employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower Borrower, its officers, employees, directors and agentsagents (such agents acting pursuant to the direction of Borrower), in each case, to the extent acting on behalf of Borrower, are in material compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, or (b) to the knowledge of any Responsible Officer, any of the directors, officers or employees while in such office of Borrower or any agent of Borrower that acts at the direction of Borrower in connection with the credit facility established hereby, is a Sanctioned Person. Neither the Loan nor the use of proceeds contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act.Act.‌‌ (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.

Foreign Assets Control Regulations, Etc. (a) None of the execution, delivery or performance of any Loan Document, the issuance of any Notes, or the use of proceeds of the Loans will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling or successor legislation or executive order relating thereto. (b) Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, nor to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a Sanctioned Person, including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order and (ii) engages in any dealings or transactions with any such Sanctioned Person including a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with the Patriot Act. (c) No part of the proceeds from any of the Loans hereunder 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, as amended, or any enabling or successor legislation or executive order relating thereto, assuming in all cases that such Act, legislation or executive order applies to the Borrower. (d) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to Anti-Anti- Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower its directors and agents, are in compliance with such laws, rules, and regulations concerning or relating to Anti-Corruption Laws and applicable Sanctions in all material respects.