Common use of OFAC Clause in Contracts

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereofof the Borrower or any of its Subsidiaries, is, or is owned 50% or controlled by, an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the No Borrower, nor any of its Subsidiaries, norSubsidiary or, to the knowledge of the any Borrower and its Subsidiariesor Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the . No Borrower or any Subsidiary is located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiariesor such Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned (to the knowledge of the Borrower, in the case of the Borrower) or controlled by any individual or entity that is, (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiariesor any such Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or an entity that is, or is owned or controlled by an individual or entity that is (a) currently the subject of any Sanctions, nor is the Borrower or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any directorof their respective directors, officerofficers, employeeemployees, agentagents, affiliate affiliates or representative representatives thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor No Borrower or any of its Subsidiaries, Subsidiary or Fund Entity nor, to the knowledge of the any Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower any Borrower, any Subsidiary or any Subsidiary Fund Entity located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, or controlled affiliate or representative thereof, is an individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, norBorrower or, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereof, Affiliate (other than an Excluded Affiliate) thereof is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the any Borrower, nor any of its Subsidiaries, nor, to the knowledge of the any Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the BorrowerNo Borrower or Subsidiary, nor any of its Subsidiaries, nor, to the knowledge of the any Borrower and its Subsidiariesor Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the . No Borrower or any Subsidiary is located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, Subsidiary nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident residing in a Designated Jurisdiction.

OFAC. Neither None of the Borrower, nor Borrower or any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, or any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary of its Subsidiaries located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiariesthe other Loan Parties, any director, officer, employee, agent, agent or controlled affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower Holdings or any Subsidiary of its Subsidiaries located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the No Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower Borrowers and its their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary thereof located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the BorrowerBorrowers, nor any of its their Subsidiaries, nor, to the knowledge of any Responsible Officer of the Borrower Borrowers after due and its Subsidiariesdiligent investigation, any director, officer, employee, agent, affiliate or representative thereofthereof acting or benefiting in any capacity in connection with this Agreement, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its SubsidiariesSubsidiary, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the either Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, nor to the knowledge of the Borrower and its SubsidiariesBorrower’s knowledge, any director, officer, employee, agent, agent or affiliate or representative thereof, is an individual or entity currently that is, or is owned or controlled by one or more individuals or entities that are (a) the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of any Responsible Officer of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate director or representative officer thereof, is an individual or entity currently the subject of any Sanctionsa Sanctioned Person, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, agent or affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction, in each case in violation of Sanctions.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, Sanctions nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the BorrowerBorrower nor any Subsidiary, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiariesor any Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is currently the subject or target of any Sanctions, nor Sanction or is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of any Responsible Officer of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate director or representative officer thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereofof the Borrower or any of its Subsidiaries, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its SubsidiariesSubsidiary, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity entity, or is owned or controlled by one or more individuals or entities that are currently the subject of any Sanctions, nor is the either Borrower or any Subsidiary located, operating, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, noror, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, agent affiliate or representative thereof, thereof is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdictioncountry or territory that is the subject of Sanctions.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate officer or representative thereofemployee of the Borrower or any of its Subsidiaries, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the BorrowerNo Borrower or Subsidiary, nor any of its Subsidiaries, nor, to the knowledge of the any Borrower and its Subsidiariesor Subsidiary, any director, officer, employeeemployee or affiliate thereof, agent, affiliate or any agent or representative acting at the direction thereof, is an individual or entity a Person currently the subject of any Sanctions, nor is the . No Borrower or any Subsidiary is located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, Subsidiary nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, Subsidiary nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereofof the Borrower or any Subsidiary, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident residing in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate officer or representative employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, Subsidiary nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate Affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a any Designated Jurisdiction.

OFAC. Neither None of the BorrowerBorrowers, nor any of its their respective Subsidiaries, noror, to the knowledge of the Borrower Borrowers and its their respective Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, thereof is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary located, organized or resident in a Designated Jurisdictioncountry or territory that is the subject of Sanctions.

OFAC. Neither the Borrower, nor any of its Subsidiaries, noror, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, thereof is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdictioncountry or territory that is the subject of Sanctions.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge Knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, the Guarantor, nor any of its their Subsidiaries, nor, to the knowledge of the Borrower Borrower, the Guarantor, and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the any Borrower, nor any of its their respective Subsidiaries, nor, to the knowledge of the any Borrower and its or their respective Subsidiaries, any director, officer, employee, agent, affiliate officer or representative employee thereof, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary located, organized organized, resident or resident doing business in a Designated JurisdictionJurisdiction except, in each case, as authorized by the relevant Sanctions authority or not prohibited by any Sanction.

OFAC. Neither the Borrower, nor any of its Restricted Subsidiaries, nor, to the knowledge of the Borrower and its Restricted Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Restricted Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither None of the BorrowerBorrowers, nor any of its their Subsidiaries, nor, to the knowledge of the Borrower Borrowers and its their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor Borrower or any of its Subsidiaries, Subsidiary or Fund Entity nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower Borrower, any Subsidiary or any Subsidiary Fund Entity located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, nor to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (b) located, organized or resident resided in a Designated Jurisdiction. (k) Section 7.06(a)(ii) of the Credit Agreement is hereby amended to read as follows:

OFAC. Neither the Borrower, nor any of its Subsidiaries, Borrower nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a any Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate officer or representative employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that (i) currently is the subject or target of any SanctionsSanctions or (ii) unless otherwise permitted by applicable law, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the No Borrower, nor any of its Subsidiariestheir subsidiaries, nor, to the knowledge of the any Borrower and its Subsidiariessubsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is currently the subject or target of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiariesor any such Subsidiary, any director, officer, employee, agent, affiliate or representative thereof, is an individual or an entity that is, or is owned 50% or greater or Controlled by an individual or entity that is (a) currently the subject of any Sanctions, nor is the Borrower or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any SanctionsSanction, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, officer or affiliate or representative thereof, is an individual or entity, or is owned or controlled by any individual or entity (i) with whom dealings are currently the subject of prohibited by any Sanctions, nor is the Borrower Sanctions (a “Sanctioned Person”) or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its SubsidiariesSubsidiary, nor, to the knowledge of the Borrower and its Subsidiaries, or any director, officer, employee, agent, affiliate or representative thereof, is an or is owned or controlled by any individual or entity that is currently the subject or target of any Sanctions, nor Sanction or is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of to any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, the Company nor any of its Subsidiariesthe Related Companies, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, agent or affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower Borrower, the Company or any Subsidiary Related Company located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and or any of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary of its Subsidiaries located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the #95250329v15 #95250329v15 knowledge of the Borrower and its SubsidiariesBorrower, any directorof their respective directors, officerofficers, employeeemployees, agentagents, affiliate affiliates or representative representatives thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its SubsidiariesBorrower, any director, officer, employee, agent, affiliate or representative thereof, is an individual or an entity that is, or is owned or controlled by an individual or entity that is (a) currently the subject of any Sanctions, nor is the Borrower or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower and or any of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary of its Subsidiaries located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate officer or representative employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that (i) currently is the subject or target of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.Sanctions or

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, norSubsidiaries or, to the knowledge of the Borrower and or any of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, . Neither Borrower nor any of its Subsidiaries is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiarieswithout independent investigation, any director, officer, employee, agent, affiliate agent or representative Affiliate thereof, is an individual or entity that is, or is controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance with Sanctions.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, or employee, agent, affiliate affiliates or representative thereof, is an individual or entity currently that is or is owned (meaning 50% or greater ownership interest) or controlled by any individual or entity that is (i) the subject of any Sanctions, nor is the Borrower or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the BorrowerBorrowers, nor any of its their respective Subsidiaries, nor, to the knowledge of the each Borrower and its Subsidiarieseach Group Member, any director, officer, employee, agentagent (in its capacity as agent for any Group Member), affiliate or representative (in its capacity as representative for any Group Member) thereof, is an individual or an entity that is, or is owned or controlled by an individual or entity that is (a) currently the subject of any Sanctions, nor is the Borrower or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate employee or representative agent thereof, is an individual or entity entity, or is controlled by a Person that is, currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance with applicable Sanctions.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.. 64

OFAC. Neither the Borrower, Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by, a Person that is (a) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.”

OFAC. Neither the Borrower, nor any of its Subsidiariessubsidiaries, nor, to the knowledge of the Borrower and its Subsidiariessubsidiaries, any director, officer, employee, agent, or affiliate or representative thereof, is an individual or entity currently the subject of targeted by any material Sanctions, nor is the Borrower or any Subsidiary subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Laws or applicable Sanctions.

OFAC. Neither the Borrower, No Borrower nor any of its their respective Subsidiaries, nor, to the knowledge of the any Borrower and its their respective Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the any Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the such Co-Borrower, nor any of its Subsidiaries, nor, to the knowledge of the such Co-Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the such Co-Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, officer or employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (ii) located, organized or resident in a Designated Jurisdiction. (c) Article VI of the Credit Agreement is hereby amended by inserting the following Section 6.13:

OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, nor any director, officer, employee, agent, affiliate Affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, nor is the Borrower Sanctions or any Subsidiary (b) located, organized or resident in a Designated Jurisdiction.