Common use of OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws Clause in Contracts

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) No Loan Party nor any of its Subsidiaries nor any director, officer, employee, or to the knowledge of such Loan Party, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such Person, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (5) Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contravene, or require any notification to the Attorney General of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Party or any Subsidiary thereof.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Each Loan Party or any will, and will cause each of its Subsidiaries is in violation of any Sanctions to comply with all applicable to such Loan Party or Subsidiary. (2) No Loan Party nor any of its Subsidiaries nor any director, officer, employee, or to the knowledge of such Loan Party, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries has implemented shall implement and maintains maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties shall and its Subsidiaries, each director, officer, employee and shall cause their respective Subsidiaries to the knowledge of each such Loan Party, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) comply with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable Laws. Notwithstanding anything to the contrary herein or otherwise, to the extent that any requirement of the Existing Credit Agreement as of the Closing Date that is either (a) incorporated as a requirement in this Note by cross-reference to the Existing Credit Agreement or (b) set forth in this Note in form that is identical in all material respects to a corresponding requirement set forth in any of Section 6 (other than Section 6(b), Section 6(c) or Section 6(d)), Section 8 (excluding for the avoidance of doubt Section 8(f)) or Section 9 (excluding for the avoidance of doubt Section 9(k)) of this Note (any such cross-referenced or corresponding provision, a “Corresponding Provision”) is amended, waived, supplemented or otherwise modified (in each case on a complete basis and without any temporal limitations on the effectiveness of such amendment, waiver, supplement or modification) in the Existing Credit Agreement after the Closing Date in accordance with the terms of the Existing Credit Agreement, then the corresponding requirement set forth in this Note shall automatically be deemed to be amended, waived, supplemented or modified to the same extent, effective upon the effectiveness of such amendment, waiver, supplement or other modification to the Existing Credit Agreement, without the need for any further action or consent by any party hereto or thereto. The Maker shall notify the Holder in advance of any such amendment, waiver, supplement or other modification to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of Corresponding Provision in the foregoing. (5) Notwithstanding the foregoingExisting Credit Agreement, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contravene, or require any notification keep Holder reasonable informed on a current basis as to the Attorney General status of Canada underany such amendments, the Foreign Extraterritorial Measures waivers, supplements or other modifications (United Statesincluding by providing copies of drafts) Orderand, 1992upon execution, by any Loan Party or any Subsidiary concurrently provide a copy thereof.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Credit Party or nor any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party of the country or Subsidiary. (2) list based economic and trade sanctions administered and enforced by OFAC. No Loan Credit Party nor any of its Subsidiaries nor any director, officer, employee, or to the knowledge of such Loan Party, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any its assets located in a Sanctioned Country to the extent such assets Entities that would violate Sanctions applicable to any Loan Party be prohibited by Sanctions, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with with, Sanctioned Persons or a Sanctioned CountryEntities, in violation of Sanctions, or (d) has, within the last five years, had each case that would be prohibited by Sanctions applicable to any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each party thereto. Each of the Loan Credit Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed in a commercially reasonable manner to ensure promote and achieve compliance with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates Laws. Each of the foregoing. (4) Except as set forth on Schedule 3.19(4), each of the Loan Credit Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Credit Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Credit Party and each such Subsidiary, is in compliance (i) in all material respects with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws Laws. The proceeds of any extension of credit made hereunder will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, in each case that would be prohibited by Sanctions applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (5) Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contraveneparty thereto, or require otherwise used in any notification to the Attorney General manner that would result in a violation of Canada underany Sanction, the Foreign Extraterritorial Measures (United States) Order, 1992, Anti-Corruption Law or Anti-Money Laundering Law by any Loan Party Person (including any Lender, Hedge Bank or Cash Management Bank, or other individual or entity participating in any Subsidiary thereoftransaction).

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directorofficer or director of such Loan Party or such Subsidiary nor, officer, employee, or to the knowledge of such Loan Party, any employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its SubsidiariesSubsidiaries and their respective officers and directors, each director, officer, employee and to the knowledge of each such Loan Party, each employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to Laws. No proceeds of any Loan Party made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries any Sanction, Anti-Corruption Law or Controlled Affiliates of the foregoing. Anti-Money Laundering Law by any Person (5) Notwithstanding the foregoingincluding any Lender, the provisions of this Bank Product Provider, or other individual or entity participating in any transaction). This Section 3.19, Section 3.10, Section 5.14 and any other provision hereof 4.18 shall not be interpreted or applied in relation to contraveneany Canadian Guarantor to the extent that the representations made under this Section 4.18 violate, or require any notification to the Attorney General of Canada underwould result in a breach of, the Foreign Extraterritorial Measures Act (United States) Order, 1992, by any Loan Party or any Subsidiary thereofCanada).

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to Laws. No proceeds of any Loan Party made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries any Sanction, Anti-Corruption Law or Controlled Affiliates of the foregoing. Anti-Money Laundering Law by any Person (5) including any Lender, Bank Product Provider or other individual or entity participating in any transaction). Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof section shall not be interpreted made by nor apply to contravene, any Person that is registered or require any notification to created under the Attorney General laws of Canada under, or any province or territory thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Party 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far as this section would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any Subsidiary thereofsimilar law.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1i) No Loan Party or None of any Obligor nor any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) No Loan Party Sanctions. None of any Obligor nor any of its Subsidiaries nor nor, to the knowledge of such Obligor, any director, officer, employee, agent or Related Parties of such Obligor or such Subsidiary (a(i) the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Loan PartySubsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) any agent or Controlled Affiliate representative of such Loan Party the Borrower or such any Subsidiary that will act in any capacity in connection with or benefit from the Loans, (aA) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities, or (c)currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable Country, (C) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Loan Party governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any of its Subsidiaries Anti-Corruption Laws or Controlled Affiliates of the foregoingAnti-Money Laundering Laws, or (cD) directly or indirectly derives revenues from investments in, or transactions with with, Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of SanctionsEntities. . (3ii) Except as set forth on Schedule 3.19(3), each Each of the Loan Parties ObligorsBorrower and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the ObligorsBorrower and theirits Subsidiaries and their respective directors, officers, employees, agents and Related PartiesAffiliates with all Sanctions, Anti-Corruption Laws and, Anti-Money Laundering Laws and applicable Sanctions. (iii) Each of the ObligorsBorrower and its Subsidiaries, and to the knowledge of each such Obligor, eachthe Borrower, director, officer, employee, agent and Related Party of each such ObligorAffiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all respects and applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to in all material respects. No proceeds of any Loan Party made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4)any applicable Sanction, each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such Person, and (ii) with all any Anti-Corruption Laws and Law or any Anti-Money Laundering Laws applicable to Law by any Loan Party Person (including any Bank, Bank Product Provider, or other individual or entity participating in any of their respective Subsidiaries or Controlled Affiliates of the foregoingtransaction). (5i) Notwithstanding the foregoing, the provisions None of this Section 3.19, Section 3.10, Section 5.14 and Borrower nor any other provision hereof shall not be interpreted of its Related Parties or Subsidiaries is in violation of any Anti-Terrorism Law or engages in or conspires to contraveneengage in any transaction that evades or avoids, or require has the purpose of evading or avoiding, or attempts to violate, any notification to of the Attorney General of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, by prohibitions set forth in any Loan Party or any Subsidiary thereofAnti-Terrorism Law.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) except as set forth on Schedule 4.18, is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries (other than those set forth on Schedule 4.18) has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to Laws. No proceeds of any Loan Party made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries any Sanction, Anti-Corruption Law or Controlled Affiliates of Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction). To the foregoing. (5) Notwithstanding the foregoing, the provisions of extent that any representation contained in this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contravene, or require any notification to the Attorney General of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, 4.18 made by any Loan Party incorporated or organized under the laws of Germany or a resident (Inländer) (within the meaning of section 2 paragraph 15 of the German Foreign Trade Act (Auβenwirtschaftgesetz)) would result in a violation of or conflict with or liability under either EU Regulation (EC) 2271/96 or section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung) (in connection with the German Foreign Trade Act (Außenwirtschaftsgesetz (AWG)) or any Subsidiary thereofsimilar anti-boycott statute, Agent will, upon the request of the respective Loan Party, enter into bona fide discussions with such Loan Party regarding the implementation of procedures to mitigate any such conflict or violation.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to Laws. No proceeds of any Loan Party made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries any Sanction, Anti-Corruption Law or Controlled Affiliates of the foregoing. Anti-Money Laundering Law by any Person (5) including any Lender or other individual or entity participating in any transaction). Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof section shall not be interpreted made by nor apply to contravene, any Person that is registered or require any notification to created under the Attorney General laws of Canada under, or any province or territory thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Party 1992 passed under the Foreign Extraterritorial Measures Act (Canada) in so far as this section would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any Subsidiary thereofsimilar law.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person, Person or a Sanctioned Entity or (bb)(i) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities or any of its Subsidiaries or Controlled Affiliates of the foregoing, (cii) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, Entities in violation of any applicable Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each . Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect reasonable policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction) party to any Loan Party Document or any of their respective Subsidiaries or Controlled Affiliates of the foregoingBank Product Agreement. (5i) Notwithstanding Section 5.11 of the foregoing, the provisions Credit Agreement is hereby amended by inserting "(including by virtue of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contravene, or require any notification to the Attorney General statutory division of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Party Parent or any Subsidiary thereofor Parent)" immediately following the reference therein to "acquires any direct or indirect Subsidiary after the Closing Date". (j) Section 5.12 of the Credit Agreement is hereby amended by inserting "(including by virtue of any statutory division of Parent or any Subsidiary of Parent)" immediately following the reference therein to "whether now owned or hereafter arising or acquired". (k) Section 5.16 of the Credit Agreement is hereby amended and restated in its entirety as follows:

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country Entities, except to the extent licensed or otherwise approved or not prohibited by the applicable authority imposing such assets would violate Sanctions applicable to any Loan Party Sanctions, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned CountryEntities, in violation of except to the extent licensed or otherwise approved or not prohibited by the applicable authority imposing such Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each . Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all (i) with all Sanctions applicable to such Person, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to in all material respects. No proceeds of any Loan Party made or Letter of Credit issued hereunder will be used to fund any of their respective Subsidiaries operations in, finance any investments or Controlled Affiliates of the foregoing. (5) Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contraveneactivities in, or require make any notification payments to, a Sanctioned Person or a Sanctioned Entity, except to the Attorney General extent licensed or otherwise approved or not prohibited by the applicable authority imposing such Sanctions, or otherwise used in any manner that would result in a violation of Canada underany Sanction, the Foreign Extraterritorial Measures (United States) Order, 1992, Anti-Corruption Law or Anti-Money Laundering Law by any Loan Party Person (including any Lender, Bank Product Provider, or other individual or entity participating in any Subsidiary thereoftransaction).

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1a) No Loan Credit Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Credit Party or Subsidiary. (2b) No Loan Credit Party nor any of its Subsidiaries nor any director, officer, employee, or to the knowledge of such Loan Credit Party, agent or Controlled Affiliate of such Loan Credit Party or such Subsidiary (a) is a Sanctioned Person, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Credit Party or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3c) Except as set forth on Schedule 3.19(3)7.17, each of the Loan Credit Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Credit Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4d) Except as set forth on Schedule 3.19(4)7.17, each of the Loan Credit Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Credit Party, agent and Controlled Affiliate of each such Loan Credit Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such Person, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Credit Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (5e) Notwithstanding the foregoing, the provisions of this Section 3.197.17, Section 3.107.10, Section 5.14 8.14 and any other provision hereof shall not be interpreted to contravene, or require any notification to the Attorney General of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Credit Party or any Subsidiary thereof.

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1a) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction). (b) This representation is not made by a Loan Party or any of their respective Subsidiaries or Controlled Affiliates of a Loan Party having its seat in the foregoingEuropean Union or being managed from inside the European Union, to the extent such representation would result in a breach of the German Act on Foreign Trade (Außenwirtschaftsgesetz), the German Foreign Trade Ordinance (Außenwirtschaftsverordnung) or would be contrary to the provisions of EU-regulation (EC) 2271/1996 or any similar applicable anti-boycott laws or regulations (the "Blocking Regulations"). (4c) Except To the extent that as set forth on Schedule 3.19(4), each a result of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such Person, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates representation given under this Section 4.18 a Lender violates one of the foregoingaforementioned Blocking Regulations, the representation under this Section 4.18 shall be considered as not being made towards this Lender and the Commitment of this Lender shall not be taken into account to determine the Lenders for decisions in respect of this Section 4.18. (5d) Notwithstanding the foregoing, the provisions of this This Section 3.19, Section 3.10, Section 5.14 and any other provision hereof 4.18 shall not be interpreted or applied in relation to contraveneany Canadian Loan Party to the extent that the representations made under this Section 4.18 violate, or require any notification to the Attorney General of Canada underwould result in a breach of, the Foreign Extraterritorial Measures Act (United States) Order, 1992, by any Loan Party or any Subsidiary thereofCanada).

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge or each such Loan Party, each director, officer, employee and to the knowledge of each such Loan Partyemployee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to Laws. No proceeds of any Loan Party made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries any Sanction, Anti-Corruption Law or Controlled Affiliates Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction). 2.8. Section 5.11 of the foregoing. Credit Agreement is hereby amended by inserting "(5) Notwithstanding the foregoing, the provisions including by virtue of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contravene, or require any notification to the Attorney General statutory division of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Party Borrower or any Subsidiary thereofof Borrower)" immediately following the reference therein to "acquires any direct or indirect Subsidiary after the Closing Date". 2.9. Section 5.12 of the Credit Agreement is hereby amended by inserting "(including by virtue of any statutory division of Borrower or any Subsidiary of Borrower)" immediately following the reference therein to "whether now owned or hereafter arising or acquired". 2.10. A new Section 5.17 is hereby added to the Credit Agreement immediately following Section 5.16 as follows:

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or nor any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party of the country or Subsidiary. (2) list based economic and trade sanctions administered and enforced by OFACSanctions. No Loan Party nor any of its Subsidiaries nor any directornor, officer, employee, or to the knowledge of such Loan Party, any director, officer, employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any itsany assets located in a Sanctioned Country to the extent such assets Entities that would violate Sanctions applicable to any Loan Party be prohibited by Sanctions, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with with, Sanctioned Persons or a Sanctioned CountryEntities, in violation of Sanctions, or (d) has, within the last five years, had each case that would be prohibited by Sanctions applicable to any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each party theretohereto. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed in a commercially reasonable manner to ensure promote and achieve compliance with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, each director, officer, employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such Person, and (ii) in all material respects with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws Laws. XxxXx proceeds of any Advance, Swing Loan, or Protective Advance made or Letter of Credit madeissued hereunder will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, in each case that would be prohibited by Sanctions applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (5) Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contraveneparty thereto, or require otherwise used in any notification to the Attorney General manner that would result in a violation of Canada underany Sanction, the Foreign Extraterritorial Measures (United States) Order, 1992, Anti-Corruption Law or Anti-Money Laundering Law by any Loan Party Person (including any Lender, Bank Product Provider, or other individual or entity participating in any Subsidiary thereoftransaction).

OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. (1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary. (2) Sanctions. No Loan Party nor any of its Subsidiaries nor any directorofficer or director of such Loan Party or such Subsidiary nor, officer, employee, or to the knowledge of such Loan Party, any employee, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned PersonPerson or a Sanctioned Entity, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party Entities, or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions. (3) Except as set forth on Schedule 3.19(3), each Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing. (4) Except as set forth on Schedule 3.19(4), each Laws. Each of the Loan Parties and its SubsidiariesSubsidiaries and their respective officers and directors, each director, officer, employee and to the knowledge of each such Loan Party, each employee, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such PersonSanctions, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to Laws. No proceeds of any Loan Party made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of their respective Subsidiaries any Sanction, Anti-Corruption Law or Controlled Affiliates of the foregoing. Anti-Money Laundering Law by any Person (5) Notwithstanding the foregoingincluding any Lender, the provisions of this Bank Product Provider, or other individual or entity participating in any transaction). This Section 3.19, Section 3.10, Section 5.14 and any other provision hereof 4.18 shall not be interpreted or applied in relation to contraveneany Canadian LEGAL_US_W # 82509300.31 Guarantor to the extent that the representations made under this Section 4.18 violate, or require any notification to the Attorney General of Canada underwould result in a breach of, the Foreign Extraterritorial Measures Act (United States) Order, 1992, by any Loan Party or any Subsidiary thereofCanada).