Common use of Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act Clause in Contracts

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, (ii) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any Subsidiary, employees employees, agents or agents Affiliates is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the Borrower or any Subsidiary, employees and employees, agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, (ii) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or No Credit Party nor any of the Subsidiaries or any of their respective its directors, officers or, to the knowledge of the Borrower Borrower, employees, agents, advisors or any Subsidiary, employees or agents Affiliates is a Sanctioned Person or otherwise the subject of to any sanctions or economic embargoes administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the Subsidiaries Credit Party and their respective directors, officers and, to the knowledge of the Borrower or any SubsidiaryBorrower, employees employees, agents, advisors and agents Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom 1977 and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, lent, contributed, or otherwise made available, directly or or, to the knowledge of the Borrower, indirectly, (iA) for the purpose of financing or funding or facilitating any activities or business of or with any Person or in any country or territory that at such time is the subject of any SanctionsSanctions or in any other manner that would violate Sanctions Laws;, (iiB) 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 any Anti-Corruption Law Law. The Borrower shall not permit any Person or (iii) any country or territory that at such time is the subject of any Sanctions to have any direct or indirect interest in or connection to any manner funds repaid or remitted by the Borrower in connection with this Agreement that would result in the a violation of any Sanctions Laws applicable to by, or a restriction on the use of such funds with respect to, any party hereto. The Borrower and the Subsidiaries have taken such actions as, Person participating in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Lawstransactions contemplated hereby.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or No Credit Party nor any of the Subsidiaries or any of their respective its directors, officers oror Subsidiaries, or to the knowledge of the Borrower or any SubsidiaryBorrower, employees or agents agents, is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority Kingdom (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the Subsidiaries Credit Party and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents Subsidiaries is in compliance, in all material respects, with (a) all applicable Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or or, to the knowledge of the Borrower, indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, if such financing would result in a violation of Sanctions Laws, or (iiB) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any Subsidiary, employees employees, agents or agents Affiliates is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the Borrower or any Subsidiary, employees and employees, agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, (ii) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of Holdings, the Borrower or any of the its Subsidiaries or any of their respective directors, directors or officers or, is (i) subject to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes or similar sanctions administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, Her His Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Fourteenth Amendment Effective Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). Each of Holdings, the Borrower and the its Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Patriot Act and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions in a manner that would result in a violation of applicable Sanctions by any party to this Agreement or (iiB) 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 in any material respect of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower any Credit Party or any of the its Subsidiaries or any of their respective directors, officers ornor, to the knowledge of the Borrower any Credit Party, any such Credit Party’s directors, officers, employees, agents or advisors is subject to any Subsidiarysanctions, employees rules, regulations or agents is a Sanctioned Person orders promulgated by any Sanctions Authority or otherwise the subject of any sanctions embargoes or economic embargoes administered restrictive measures administered, enacted or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority Sanctions Authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower Credit Party and the Subsidiaries and their respective directorsits Subsidiaries, officers and, to the knowledge of the Borrower or any SubsidiaryCredit Party, employees any such Credit Party’s respective directors, officers, employees, agents and agents advisors is in compliance, in all material respects, with (ai) all Sanctions LawsSanctions, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable domestic or foreign anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or, to the knowledge of any Credit Party, indirectly by any Credit Party or indirectlyits Subsidiaries or, to the knowledge of any Credit Party, their respective directors, officers, employees, agents or advisors, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions or (iiB) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Restricted Subsidiaries or any of their respective directors, directors or officers or, to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise (i) the subject of any sanctions or economic embargoes or similar sanctions administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, Her His Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). Each of the Borrower and the its Restricted Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) applicable portions of the PATRIOT Act Patriot Act, if any, and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or and no Letters of Credit will be used, directly or indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions in a manner that would result in a violation of applicable Sanctions by any party to this Agreement or (iiB) 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 in any material respect of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower any Credit Party or any of the its Subsidiaries or any of their respective directors, officers ornor, to the knowledge of the Borrower any Credit Party, any such Credit Party’s directors, officers employees, agents or any Subsidiary, employees or agents advisors is a Sanctioned Person or otherwise the subject of to any sanctions or economic embargoes administered or enforced by the US U.S. Department of State or the US U.S. Department of the Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department Office of Foreign AffairsAssets Control, Trade and Development (Canadapursuant to 31 CFR, Subtitle B, Chapter V, as amended) or any other applicable United States or non-U.S. sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and ordersorders promulgated by such sanctions authority, collectively, “Sanctions Laws”). Each of the Borrower Credit Party and the Subsidiaries and their respective directorsits Subsidiaries, officers and, to the knowledge of the Borrower or any SubsidiaryCredit Party, employees any such Credit Party’s respective directors, officers, employees, agents and agents advisors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable domestic or foreign anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or, to the knowledge of any Credit Party, indirectly by any Credit Party or indirectlyits Subsidiaries or, to the knowledge of any Credit Party, their respective directors, officers, employees, agents or advisors, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions or (iiB) for any payments to any governmental official or employee, political party, 118 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of To the Borrower or extent applicable, no Credit Party nor any of their respective Subsidiaries nor, to the Subsidiaries or knowledge of Borrower, any of their respective directors, officers orofficers, employees, agents or Affiliates is subject to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security CouncilRoyal Canadian Mounted Police, the European Union, any European Union member state, Her Majesty’s Treasury of the United KingdomCanada Border Services Agency, the Department of Foreign AffairsAffairs and International Trade (Canada), Trade and Development the Department of Justice (Canada) or any other applicable U.S. or Canadian sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and ordersorders promulgated or issued thereunder, collectively, “Sanctions Laws”). Each Credit Party and each of the Borrower and the Subsidiaries and their respective directors, officers Subsidiaries and, to the knowledge of the Borrower or any SubsidiaryBorrower, employees their respective directors, officers, employees, agents and agents Affiliates is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 Corruption of the United Kingdom Foreign Public Officials Act (Canada), as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders promulgated or issued thereunder (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and ordersorders (collectively, “Anti-Money Laundering Laws”). No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that is known by the Borrower at such time is to be the subject of any Sanctions, Sanctions or (iiB) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any Subsidiary, employees employees, agents or agents Affiliates is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the Borrower or any Subsidiary, employees and employees, agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, (ii) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower Borrower, employees, agents, advisors or Affiliates is (a) a Person named on any Subsidiary, employees or agents is a Sanctioned Person or otherwise the subject list of any sanctions or economic embargoes administered or enforced designated persons maintained by the US U.S. Department of State or the US U.S. Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department Office of Foreign Affairs, Trade and Development (CanadaAssets Control) or any other applicable sanctions authority that imposes, administers or enforces economic or financial sanctions or trade embargoes (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”), (b) located, organized or resident in any country or territory that is the subject or target of Sanctions, (c) owned or controlled by any such Person or Persons, or (d) otherwise the subject of Sanctions. Each of the Borrower and the its Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any SubsidiaryBorrower, employees employees, agents, advisors and agents Affiliates is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (iA) for the purpose of funding, financing or facilitating any activities activities, transactions, or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions or (iiB) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any Subsidiary, employees employees, agents or agents Affiliates is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the its Subsidiaries and their respective directors, officers officers, and, to the knowledge of the Borrower or any Subsidiary, employees and employees, agents or Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Bxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, (ii) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Restricted Subsidiaries or any of their respective directors, directors or officers or, to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise (i) the subject of any sanctions or economic embargoes or similar sanctions administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, Her His Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). Each of the Borrower and the its Restricted Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) applicable portions of the PATRIOT Act Patriot Act, if any, and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or and no Letters of Credit will be used, directly or indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions in a manner that would result in a violation of applicable Sanctions by any party to this Agreement or (iiB) for any payments to any governmental official or employee, political party, official of a political party, 178 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 in any material respect of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None xxvi)None of Holdings, the Borrower or any of the other Restricted Subsidiaries or, to the knowledge of Holdings or the Borrower, any of their respective directors, officers orofficers, employees, agents, advisors or Affiliates is subject to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US United States Department of State or the US United States Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) Kingdom or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of Holdings, the Borrower and the other Restricted Subsidiaries and their respective directors, officers and, to the knowledge of Holdings and the Borrower or any SubsidiaryBorrower, employees their respective directors, officers, employees, agents, advisors and agents Affiliates is in compliance, in all material respects, with (ai) all Sanctions LawsLaws and (ii) the PATRIOT Act and any other applicable anti-terrorism and money laundering laws, (b) rules, regulations and orders. Each of Holdings, the Borrower and the other Restricted Subsidiaries and, to the knowledge of Holdings and the Borrower, their respective directors, officers, employees, agents, advisors and Affiliates is in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders). No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption Laws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of Holdings, the Borrower or any of the its Subsidiaries or any of their respective directors, directors or officers or, is (i) subject to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes or similar sanctions administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, Her His Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Fourteenth Amendment Effective Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine). Each of Holdings, the Borrower and the its Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) the PATRIOT Patriot Act and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions in a manner that would result in a violation of applicable Sanctions by any party to this Agreement or (iiB) 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 181 AMERICAS 122173769123894352 obtain, retain or direct business or obtain any improper advantage, in violation in any material respect of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of the its Restricted Subsidiaries or any of their respective directors, directors or officers or, to the knowledge of the Borrower or any Subsidiary, employees or agents is a Sanctioned Person or otherwise (i) the subject of any sanctions or economic embargoes or similar sanctions administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, Her His Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority (collectively, “Sanctions”, ,” and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the nongovernment controlled Zaporizhzhia and Kherson regions of Ukraine). Each of the Borrower and the its Restricted Subsidiaries and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents directors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (ciii) applicable portions of the PATRIOT Act Patriot Act, if any, and any other applicable anti-terrorism and anti-money laundering laws, rules, regulations and orders. No part of the proceeds of the Loans or Letters of Credit and no Letters of Credit will be used, directly or indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, Sanctions in a manner that would result in a violation of applicable Sanctions by any party to this Agreement or (iiB) 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 in any material respect of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or No Credit Party nor any of the Subsidiaries or any of their respective its directors, officers oror Subsidiaries, or to the knowledge of the Borrower or any SubsidiaryBorrower, employees or agents agents, is a Sanctioned Person or otherwise the subject of any sanctions or economic embargoes administered or enforced by the US U.S. Department of State or the US U.S. Department of Treasury (including OFACthe Office of Foreign Assets Control), the United Nations Security Council, the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs, Trade and Development (Canada) or any other applicable sanctions authority Kingdom (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and the Subsidiaries Credit Party and their respective directors, officers and, to the knowledge of the Borrower or any Subsidiary, employees and agents Subsidiaries is in compliance, in all material respects, with (a) all applicable Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977, as amended, the Xxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders. 84 No part of the proceeds of the Loans or Letters of Credit will be used, directly or or, to the knowledge of the Borrower, indirectly, (iA) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, if such financing would result in a violation of Sanctions Laws, or (iiB) 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 any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto. The Borrower and the Subsidiaries have taken such actions as, in the exercise of their reasonable judgment, they have deemed appropriate to promote and achieve compliance with applicable Sanctions Laws and applicable Anti-Corruption LawsLaw.