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 its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any Subsidiary, employees, agents or 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 or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”). Each of the Borrower and its Subsidiaries and their respective directors, officers, and, to the knowledge of the Borrower or any Subsidiary, 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, the 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 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.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower any Credit Party or any of its Subsidiaries or any of their respective directors, officers ornor, to the knowledge of the Borrower or any SubsidiaryCredit Party, any such Credit Party’s directors, officers employees, agents or Affiliates 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 Office of Foreign Assets Control, the United Nations Security Councilpursuant to 31 CFR, the European UnionSubtitle B, any European Union member stateChapter V, Her Majesty’s Treasury of the United Kingdom 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 its Subsidiaries and their respective directors, officersSubsidiaries, and, to the knowledge of the Borrower or any SubsidiaryCredit Party, any such Credit Party’s respective directors, officers, employees, agents or Affiliates and advisors is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, the Bxxxxxx Xxx 0000 of the United Kingdom as amended, 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 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 heretoLaws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. (A) None of the Borrower Company Entities or any of its their Restricted Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower Company Entities or any Restricted Subsidiary, employees, agents or 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 or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”)Person. Each of the Borrower Company Entities and its Restricted Subsidiaries and their respective directors, officers, officers and, to the knowledge of the Borrower Company Entities or any Subsidiaryof their Restricted Subsidiaries, 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, the Bxxxxxx Xxx 0000 of the United Kingdom and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “all Anti-Corruption Laws”) Laws and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and ordersAct. No part of the proceeds of the Loans Credit Extensions or the amount paid by Xxxx equal to the Commencement Date Value pursuant to the Inventory Sales Agreement or in connection with any other purchase by Xxxx of Feedstock or Products under the Supply and Offtake Agreement will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Sanctioned Person or in any country or territory that at such time is the subject of any SanctionsSanctioned Country, (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. (B) No Feedstock or Products originate or will originate from, are or will be derived in whole or in part from any article which is grown, produced, or manufactured in, or have been transported through, a Sanctioned Country, Russia, or any other country or territory that is the subject of economic sanctions, for so long as such country or territory is the subject of economic sanctions. The Transaction Parties further agree that, in no event, shall Xxxx be obligated to take delivery of any Feedstock or Products, whether from the or any other party, that would violate the representation, warranty and covenant in the preceding sentence.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower any Credit Party or any of its Subsidiaries or any of their respective directors, officers ornor, to the knowledge of the Borrower or any SubsidiaryCredit Party, any such Credit Party’s directors, officers, employees, agents or Affiliates advisors is a Sanctioned Person subject to any sanctions, rules, regulations or otherwise the subject of orders promulgated by any sanctions Sanctions Authority or economic embargoes administered or 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 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 its Subsidiaries and their respective directors, officersSubsidiaries, and, to the knowledge of the Borrower or any SubsidiaryCredit Party, any such Credit Party’s respective directors, officers, employees, agents or Affiliates and advisors is in compliance, in all material respects, with (ai) all Sanctions LawsSanctions, (bii) the United States Foreign Corrupt Practices Act of 1977, the Bxxxxxx Xxx 0000 of the United Kingdom as amended, 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 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 heretoLaws.

Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act. None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower or any SubsidiaryBorrower, employees, agents agents, advisors or Affiliates is (a) a Sanctioned Person or otherwise the subject named on any 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 Office of the United Kingdom Foreign Assets 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 its Subsidiaries and their respective directors, officers, officers and, to the knowledge of the Borrower or any SubsidiaryBorrower, employees, agents or agents, advisors and Affiliates is in compliance, in all material respects, with (ai) all Sanctions Laws, (bii) the United States Foreign Corrupt Practices Act of 1977, the Bxxxxxx Xxx 0000 of the United Kingdom as amended, 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 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, (iiB) in any manner that would result in a violation of any Sanctions Laws applicable to any party hereto, or (C) 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 heretoLaw.