Common use of Patriot Act; OFAC Clause in Contracts

Patriot Act; OFAC. (a) No Loan Party or any of their Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “Patriot Act”). (b) No Loan Party or any of their Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent thereof (or director or officer of such direct or indirect parent), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Patriot Act; OFAC. (a) No To the extent applicable, each Loan Party or any of their and its Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent thereof) is are in violation compliance in any all material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “Patriot PATRIOT Act”). (b) No Loan Party or any of their its Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent or joint venture thereof (or director or officer of such direct and indirect parent or indirect parentjoint venture), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Patriot Act; OFAC. Each of the Agents and the Lenders hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the terms of the Patriot Act. In addition, and without limiting the foregoing, the Borrower shall (a) No Loan Party ensure, and cause each of its Subsidiaries to ensure, that neither the Borrower nor any Person who owns a controlling interest in or otherwise controls the Borrower or any of their its Subsidiaries (and, to the knowledge of each Loan Party, no direct directly or indirect parent thereofindirectly) is in violation in or shall be a Person with whom any material respects of any United States Requirements of Law relating to terrorism, sanctions Agent or money laundering (the “Anti-Terrorism Laws”), including Lender is restricted from doing business under (i) the Trading with the Enemy Act, as amended, and each regulations of the foreign assets control regulations Office of Foreign Assets Control of the United States Department of the Treasury Department (31 CFR“OFAC”) including, Subtitle Bwithout limitation, Chapter Vany person listed on the Specifically Designated Nationals and Blocked Person List maintained by OFAC (or any similar list maintained by OFAC, as amendedcollectively, the “OFAC List”), and or (ii) any other enabling legislation similar regulations, statutes, laws, lists, or executive order relating theretoorders established or promulgated by the United States government or any agency thereof (the regulations, statutes, laws, lists and executive orders referred to in clauses (i) and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (above are collectively referred to as the “Patriot ActRegulations”). ; (b) No Loan Party not use or any permit the issuance of their Subsidiaries (Credits or officer or director thereof) and, to the knowledge use of the Loan Parties, no direct or indirect parent thereof (or director or officer of such direct or indirect parent), (i) is currently the subject proceeds of any SanctionsLoans or other Extensions of Credit in a manner that would violate any Regulations; and (c) not, (ii) is locateddirectly or indirectly, organized conduct any business with or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged engage in any transaction with any Person who named on the OFAC List, any Person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with, any Person named on the OFAC List, or any other Person with whom the Borrower is now restricted from doing business under any Regulations. If the Borrower obtains any actual knowledge or was then receives any written notice that the subject Borrower, any of Sanctions its Affiliates or who any Subsidiary is locatednamed on the OFAC List (an “OFAC Event”), organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, Borrower shall (i) promptly give written notice to the knowledge Administrative Agent of such OFAC Event and (ii) comply with all applicable laws with respect to such OFAC Event (regardless of whether the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who included on the OFAC List is located within the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation jurisdiction of the United States Foreign Corrupt Practices Act of 1977America), as amendedincluding the Regulations, and the Borrower hereby authorizes and consents to the Agents and Lenders taking any and all steps the Agents and Lenders deem necessary, in the Agents’ and Lenders’ sole discretion, to avoid violation of all applicable Laws with respect to any such OFAC Event, including the requirements of the Regulations (including the freezing and/or blocking of assets and reporting such action to OFAC).

Patriot Act; OFAC. (a) No Loan Party or nor any of their Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “Patriot Act”). (b) No Loan Party or nor any of their Subsidiaries respective officers, directors or members (or officer to Borrower’s knowledge, any of their respective employees, representatives or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent thereof (or director or officer of such direct or indirect parent), Affiliates): (i) is currently (or has been) listed on any Government Lists, (ii) is an individual or entity who is, or is owned or controlled by one or more individuals or entities that are, the subject of any Sanctions, (iiiii) is located, organized organized, or residing resident in a country or territory that is, or whose government is, the subject of comprehensive territorial Sanctions, (iv) has been previously indicted for or convicted of any Designated Jurisdictionfelony involving a crime or crimes of moral turpitude or for any Patriot Act Offense or any violation of Sanctions, or (iiiv) is currently (or has been been) under investigation by any Governmental Authority for, or has received notice from any Governmental Authority of, an alleged felony involving a crime of moral turpitude, any Patriot Act Offense or any violation of Sanctions. To Xxxxxxxx’s knowledge, no Loan Party is (within the previous five yearsor has been) engaged in owned or controlled by, nor is any transaction with Loan Party acting for or on behalf of, any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, determined to be subject to the knowledge prohibitions contained in the Patriot Act. For purposes hereof, the term “Patriot Act Offense” means any violation of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation criminal laws of the United States Foreign Corrupt Practices of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, (D) the Money Laundering Control Act of 19771986, as amendedor (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense.

Patriot Act; OFAC. (a) No Loan Party or any of their Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent or joint venture thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “Patriot Act”). (b) No Loan Party or any of their Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent or joint venture thereof (or director or officer of such direct or indirect parentparent or joint venture), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Patriot Act; OFAC. (a) No Loan Party or any of their Subsidiaries (and, to the knowledge of each Loan Party, no direct or indirect parent thereof) is in violation in any material respects of any United Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto, and (ii) the United States Executive Order No. 13224 on Terrorist Financing and the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) (the “Patriot Act”). (b) No Loan Party or any of their Subsidiaries (or officer or director thereof) and, to the knowledge of the Loan Parties, no direct or indirect parent thereof (or director or officer of such direct or indirect parent), (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, is being or has been used, directly or, to the knowledge of the Loan Parties, indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender or the Administrative Agent) of Sanctions. No part of the proceeds of the Loans made hereunder will be used by any Loan Party or its Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.