Common use of OFAC and Patriot Act Clause in Contracts

OFAC and Patriot Act. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries or their respective officers, directors or, to the knowledge of any Responsible Officer of Holdings or the Borrower, employees appears on, or is owned 50% or more or controlled by persons that appear on, the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control (“OFAC”), is a person with which any U.S. person is prohibited from dealing under the laws of the United States, or is otherwise the target of Sanctions. Neither Holdings, the Borrower, nor any of its Registered Subsidiaries has in the last five years done or currently does business or conducts any transactions with any person that is the target of Sanctions in a manner that would result in a violations of applicable Sanctions. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries will directly or, to the knowledge of Holdings, the Borrower or such Restricted Subsidiary, indirectly use the proceeds from the Loans or the Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person to fund any activities of or business with any person that, at the time of such funding, is the target of Sanctions, or is in any country or territory that, at the time of such funding or facilitation, is the subject of comprehensive economic sanctions administered or enforced by OFAC or any other Sanctions authority in each case, in violation of applicable Sanctions, or in any other manner that will result in a violation by any Person party hereto of Sanctions. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries is in violation in any material respect of Executive Order No. 13224 or the USA PATRIOT Act.

OFAC and Patriot Act. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries or their respective officers, directors or, to the knowledge of any Responsible Officer of Holdings or the Borrower, employees appears on, or is owned 50% or more or controlled by persons that appear on, the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control (“OFAC”), is a person with which any U.S. person is prohibited from dealing under the laws of the United States, or is otherwise the target of Sanctions. Neither Holdings, the Borrower, nor any of its Registered Subsidiaries has in the last five years done or currently does business or conducts any transactions with any person that is the target of Sanctions in a manner that would result in a violations of applicable Sanctions. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries will directly or, to the knowledge of Holdings, the Borrower or such Restricted Subsidiary, indirectly use the proceeds from the Loans or the Letters of Credit, or lend, AMERICAS 107083989 2036643.08-NYCSR03A - MSW contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person to fund any activities of or business with any person that, at the time of such funding, is the target of Sanctions, or is in any country or territory that, at the time of such funding or facilitation, is the subject of comprehensive economic sanctions administered or enforced by OFAC or any other Sanctions authority in each case, in violation of applicable Sanctions, or in any other manner that will result in a violation by any Person party hereto of Sanctions. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries is in violation in any material respect of Executive Order No. 13224 or the USA PATRIOT Act.

OFAC and Patriot Act. Neither Holdings(a) The Borrower, each other Loan Party and each Subsidiary of any Loan Party, and to the knowledge of the Borrower and each other Loan Party, each director, officer, employee, agent, affiliate or representative thereof, is: (i) not the subject of any Sanctions nor located, organized or resident in a country or territory that is the subject of Sanctions; (ii) in compliance in all material respects with all relevant Sanctions; (iii) not in receipt of any written notice from the Secretary of State of the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of OFAC or the Act; (iv) not listed as a Specially Designated Terrorist (as defined in the Act) or on any other list of terrorists or terrorist organizations maintained pursuant to the Act; (v) not a Person who has been determined by competent governmental authority to be subject to any of its Restricted Subsidiaries or their respective officers, directors the prohibitions contained in the Act; and (vi) not controlled by or, to the knowledge Borrower’s knowledge, now acting on behalf of any Responsible Officer of Holdings Person named in Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (the “Annex”) or any other list promulgated under the Act or any other Person who has been determined to be subject to the prohibitions contained in the Act. (b) The Borrower, employees appears oneach other Loan Party and each Subsidiary of any Loan Party will not, directly or is owned 50% or more or controlled by persons that appear onindirectly, the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control (“OFAC”), is a person with which any U.S. person is prohibited from dealing under the laws of the United States, or is otherwise the target of Sanctions. Neither Holdings, the Borrower, nor any of its Registered Subsidiaries has in the last five years done or currently does business or conducts any transactions with any person that is the target of Sanctions in a manner that would result in a violations of applicable Sanctions. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries will directly or, to the knowledge of Holdings, the Borrower or such Restricted Subsidiary, indirectly use the proceeds from of the Loans or the Letters of Credittransaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person, to fund any activities of or business with any person Person, or in any Designated Jurisdiction, that, at the time of such funding, is the target of Sanctions, or is in any country or territory that, at the time of such funding or facilitation, is the subject of comprehensive economic sanctions administered or enforced by OFAC or any other Sanctions authority in each case, in violation of applicable Sanctions, or in any other manner that will result in a violation by any Person party hereto (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries is in violation in any material respect of Executive Order No. 13224 or the USA PATRIOT Act.