Common use of OFAC and Anti-Corruption Laws Clause in Contracts

OFAC and Anti-Corruption Laws. (a) Neither of the Borrowers nor their Subsidiaries, nor their respective directors, officers or, to the knowledge of the Borrower and their Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country in violation of Sanctions. (b) The Borrowers, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrowers and their Subsidiaries, their agents, are and for the past five years have been in material compliance with Sanctions, except to the extent that failure to comply would not reasonably be expected to result in a Material Adverse Effect. (c) Except to the extent disclosed in any public filing by ESI with the Securities and Exchange Commission prior to the Closing Date or otherwise as would not reasonably be expected to cause a Material Adverse Effect, the Borrowers, their Subsidiaries and their respective directors, officers, employees, and agents of the Borrowers and its Subsidiaries, have taken no action in the past five years, directly or indirectly, that would result in violation of the Anti-Corruption Laws. (d) No part of the proceeds of the loans will be used by the Borrowers or any of its Subsidiaries in violation of Anti-Corruption Laws. (e) The Borrowers and their Subsidiaries have instituted and will continue to maintain policies and procedures designed to promote compliance with applicable Anti-Corruption Laws to the extent required in each relevant jurisdiction, except (solely with respect to jurisdictions located outside of the United States) to the extent such failure would not reasonably be expected to result in a Material Adverse Effect.

OFAC and Anti-Corruption Laws. (a) Neither The Parent shall not, and shall ensure that none of the Borrowers nor their Subsidiariesor its other controlled affiliated companies will, nor their respective directors, officers directly or, to the knowledge of the Borrower and their SubsidiariesParent’s Knowledge, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not indirectly use the proceeds of the LoansCredit Events hereunder: (i) in furtherance of an offer, payment, promise to pay, or lendauthorization of the payment or giving of money, contribute or otherwise make available such proceeds anything else of value, to any subsidiary, joint venture partner, or other Person in violation of any Anti-Corruption Laws; (ii) to fund activities or finance any activities, business or transaction of or with any Sanctioned Designated Person or in any Sanctioned Country Country, in violation either case, to the extent such activities, business or transaction would violate Sanctions (assuming, for purposes of this covenant only, that each Affiliate Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions); or (iii) in any other manner that will result in liability to the Administrative Agent or any Lender under any applicable Sanctions or a breach by the Administrative Agent or any Lenders of any Sanctions. (b) The BorrowersParent shall not, their Subsidiaries and their respective directorsshall ensure that none of the Borrowers or its other controlled affiliated companies will, officers and employees anduse funds or assets obtained directly or, to the knowledge Parent’s Knowledge, indirectly from transactions with or from (i) Designated Persons or (ii) any Sanctioned Country, in either case, in violation of the Borrowers and their SubsidiariesSanctions (assuming, their agentsfor purposes of this covenant only, are and that each Affiliate Borrower were a Domestic Subsidiary for the past five years have been in material purposes of determining its compliance with Sanctions), except to pay or repay any amount owing to the extent that failure to comply would not reasonably be expected to result in a Material Adverse EffectAdministrative Agent or any Lender under any Loan Document. (c) Except to the extent disclosed in any public filing by ESI with the Securities and Exchange Commission prior to the Closing Date or otherwise as would not reasonably be expected to cause a Material Adverse Effect, the Borrowers, their Subsidiaries and their respective directors, officers, employeesThe Parent shall, and agents shall ensure that each Borrower and each of the Borrowers and its Subsidiaries, have taken no action other controlled affiliated companies will: (i) conduct its business in the past five years, directly or indirectly, that would result in violation of the compliance with Anti-Corruption Laws.Laws in all material respects; (dii) No part of the proceeds of the loans will be used by the Borrowers or any of its Subsidiaries in violation of Anti-Corruption Laws. (e) The Borrowers and their Subsidiaries have instituted and will continue to maintain policies and procedures designed to promote and achieve compliance in all material respects with applicable Anti-Corruption Laws Laws; and (iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Event hereunder from being used contrary to the extent required in each relevant jurisdiction, except (solely with respect to jurisdictions located outside of the United States) to the extent such failure would not reasonably be expected to result in a Material Adverse Effectrepresentations and undertakings set forth herein.

OFAC and Anti-Corruption Laws. (a) Neither The Company shall not, and shall ensure that none of the Borrowers nor their Subsidiariesits controlled affiliated companiesAffiliates will, nor their respective directors, officers directly or, to the knowledge of the Borrower and their SubsidiariesCompany’s knowledge, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not indirectly use the proceeds of the LoansCredit Events hereunder: (i) in furtherance of an offer, payment, promise to pay, or lendauthorization of the payment or giving of money, contribute or otherwise make available such proceeds anything else of value, to any subsidiary, joint venture partner, or other Person in violation of any Anti- Corruption Laws; (ii) to fund activities or finance any activities, business or transaction of or with any Sanctioned Designated Person or in any Sanctioned Country Country, in violation either case, to the extent such activities, business or transaction would violate Sanctions (assuming, for purposes of this covenant only, that each Subsidiary Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions); or (iii) in any other manner that will result in liability to the Administrative Agent or any Lender under any applicable Sanctions or a breach by the Administrative Agent or any Lenders of any Sanctions. (b) The BorrowersCompany shall not, their Subsidiaries and their respective directorsshall ensure that none of its controlled affiliated companiesAffiliates will, officers and employees anduse funds or assets obtained directly or, to the knowledge Company’s knowledge, indirectly from transactions with or from (i) Designated Persons or (ii) any Sanctioned Country, in either case, in violation of the Borrowers and their SubsidiariesSanctions (assuming, their agentsfor purposes of this covenant only, are and that each Subsidiary Borrower were a Domestic Subsidiary for the past five years have been in material purposes of determining its compliance with Sanctions), except to pay or repay any amount owing to the extent that failure to comply would not reasonably be expected to result in a Material Adverse EffectAdministrative Agent or any Lender under any Loan Document. (c) Except to the extent disclosed in any public filing by ESI with the Securities and Exchange Commission prior to the Closing Date or otherwise as would not reasonably be expected to cause a Material Adverse Effect, the Borrowers, their Subsidiaries and their respective directors, officers, employeesThe Company shall, and agents shall ensure that each of the Borrowers and its Subsidiaries, have taken no action controlled affiliated companiesAffiliates will: (i) conduct its business in the past five years, directly or indirectly, that would result in violation of the compliance with Anti-Corruption Laws.Laws in all material respects (dii) No part of the proceeds of the loans will be used by the Borrowers or any of its Subsidiaries in violation of Anti-Corruption Laws. (e) The Borrowers and their Subsidiaries have instituted and will continue to maintain policies and procedures designed to promote and achieve compliance in all material respects with applicable Anti-Corruption Laws Laws; and (iii) have reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Event hereunder from being used contrary to the extent required in each relevant jurisdiction, except (solely with respect to jurisdictions located outside of the United States) to the extent such failure would not reasonably be expected to result in a Material Adverse Effect.representations and undertakings set forth herein. #9168213v14 94

OFAC and Anti-Corruption Laws. (a) Neither of the Borrowers nor their Subsidiaries, nor their respective directors, officers or, to the knowledge of the Borrower and their Subsidiaries, their employees or agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country in violation of Sanctions. (b) The Borrowers, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrowers and their Subsidiaries, their agents, are and for the past five years have been in material compliance with Sanctions, except to the extent that failure to comply would not reasonably be expected to result in a Material Adverse Effect. (c) Except to the extent disclosed in any public filing by ESI PSP with the Securities and Exchange Commission prior to the Closing Date or otherwise as would not reasonably be expected to cause a Material Adverse Effect, the Borrowers, their Subsidiaries and their respective directors, officers, employees, and agents of the Borrowers and its Subsidiaries, have taken no action in the past five years, directly or indirectly, that would result in violation of the Anti-Corruption Laws. (d) No part of the proceeds of the loans will be used by the Borrowers or any of its Subsidiaries in violation of Anti-Corruption Laws. (e) The Borrowers and their Subsidiaries have instituted and will continue to maintain policies and procedures designed to promote compliance with applicable Anti-Corruption Laws to the extent required in each relevant jurisdiction, except (solely with respect to jurisdictions located outside of the United States) to the extent such failure would not reasonably be expected to result in a Material Adverse Effect.