Common use of Patriot Act; OFAC; Anti-Terrorism Laws; Anti-Bribery Laws Clause in Contracts

Patriot Act; OFAC; Anti-Terrorism Laws; Anti-Bribery Laws. (a) Each of Holdings and its Restricted Subsidiaries is in compliance, in all material respects, with the Patriot Act and the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) or any other enabling legislation or executive order relating thereto. (b) Holdings represents that neither Holdings nor any of its Restricted Subsidiaries nor any director, officer, or employee thereof, nor, to its knowledge, any, agent, affiliate or representative of Holdings or any Restricted Subsidiary, is an individual or entity that is, or is owned or controlled by a Person that is: (i) listed in the annex to, or it otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”); (ii) prohibited from dealing or otherwise engaging in any transaction by any laws with respect to terrorism or money laundering; (iii) committing, threatening or conspiring to commit or supports “terrorism” as defined in the Executive Order; (iv) the subject of any applicable sanctions imposed, administered or enforced by the (a) U.S. government, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”); and (v) located, organized or resident in a country, region or territory that is the subject of applicable comprehensive Sanctions (including, without limitation, the Crimea region, Cuba, Iran, North Korea and Syria). (c) Holdings represents and covenants that it will not, directly or, knowingly, indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country, region or territory that, at the time of such funding or facilitation, is the subject of Sanctions in violation of applicable Sanctions; or (ii) in any other manner that will result in a violation of applicable Sanctions by any Person participating in the offering, whether as underwriter, advisor, investor or otherwise. (d) No part of the proceeds of the Loans will be used by Holdings or its Subsidiaries, directly or, knowingly, indirectly, to provide any money, gift, or payment to any government official, including any officer, employee, or other person acting on behalf of a foreign or domestic governmental body, an entity partially or wholly-owned or controlled by such a governmental body, or an entity owned by a sovereign wealth fund, any political party, official of a political party, candidate for political office, public international organization, or any close relative of a person that falls within the above, or any employee of a customer, client, supplier or other person to obtain or retain business, or gain any improper or undue advantage, in violation of applicable Anti-Bribery Laws. (e) Holdings represents that neither Holdings nor any of its Restricted Subsidiaries nor any director or officer thereof, nor, to its knowledge, any employee, agent or representative of Holdings or any Restricted Subsidiary, in each case, in connection with the business of Holdings or a Restricted Subsidiary, has violated or failed to comply with the United States Foreign Corrupt Practice Act (“FCPA”), 15 U.S.C. § 78dd 1, et seq., or is the subject of any investigation by the U.S. Department of Justice, the U.S. Securities and Exchange Commission, or other relevant governmental authority for potential non-compliance with the FCPA.

Patriot Act; OFAC; Anti-Terrorism Laws; Anti-Bribery Laws. (a) Each To the extent applicable, each of Holdings and its Restricted Subsidiaries is in compliance, in all material respects, with the Patriot Act and the Trading With the Enemy Act (50 U.S.C. § 1 2 et seq., as amended) or any other applicable enabling legislation or executive order relating thereto. (b) Holdings Each Loan Party represents that neither Holdings such Loan Party nor any of its Restricted Subsidiaries nor any director, officer, director or employee officer thereof, nor, to its knowledge, anyany employee, agent, affiliate or representative of Holdings such Loan Party or any Restricted such Subsidiary, is an individual or entity that is, or is owned or controlled by a Person that is: (i) listed in the annex to, or it otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”); (ii) prohibited from dealing or otherwise engaging in any transaction by any laws with respect to terrorism or money laundering; (iii) committing, threatening or conspiring to commit or supports “terrorism” as defined in the Executive Order; (iv) the subject of any applicable sanctions imposed, administered or enforced by the (a) U.S. government, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”); and (v) located, organized or resident in a country, region or territory that is the subject of applicable comprehensive Sanctions (including, without limitation, the Crimea region, Cuba, Iran, North Korea Korea, Sudan and Syria). (c) Holdings Each Loan Party represents and covenants that it will notnot (and shall cause its Subsidiaries not to), directly or, knowingly, or indirectly, use the proceeds of the offeringLoans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country, region or territory that, at the time of such funding or facilitation, is the subject of Sanctions in violation of applicable Sanctions; or (ii) in any other manner that will result in a violation of applicable Sanctions by any Person participating in the offering, whether as underwriter, advisor, investor or otherwise(including any Lender). (d) No part of the proceeds of the Loans will be used by Holdings Borrower or its Subsidiaries, directly or, knowingly, or indirectly, to provide any money, gift, or payment to any government official, including any officer, employee, or other person acting on behalf of a foreign or domestic governmental body, an entity partially or wholly-owned or controlled by such a governmental body, or an entity owned by a sovereign wealth fund, any political party, official of a political party, candidate for political office, public international organization, or any close relative of a person that falls within the above, or any employee of a customer, client, supplier or other person to obtain or retain business, or gain any improper or undue advantage, in violation of applicable Anti-Bribery Laws. (e) Holdings Each Loan Party represents that neither Holdings such Loan Party nor any of its Restricted Subsidiaries nor any director or officer thereof, nor, to its knowledge, any employee, agent or representative of Holdings such Loan Party or any Restricted Subsidiary, in each case, in connection with the business of Holdings or a Restricted Subsidiary, such Subsidiary has violated or failed to comply with the United States Foreign Corrupt Practice Practices Act (“FCPA”), 15 U.S.C. § 78dd 178dd-1, et seq., or or, to its knowledge, is the subject of any investigation by the U.S. Department of Justice, the U.S. Securities and Exchange Commission, or other relevant governmental authority for potential non-compliance with the FCPA.