Common use of Sanctions and Anti-Corruption Clause in Contracts

Sanctions and Anti-Corruption. 20.1.1 By entering into this Agreement, each Party, represents and covenants that: (a) it has not violated any Sanctions Laws applicable to it on or before the date of this Agreement; (b) in connection with the business conducted under this Agreement, it is, and will be, compliant with all Sanctions Laws applicable to it; (c) neither it, nor, to its knowledge, any director, officer, agent, employee of it is the subject of any Sanctions Laws and it is not owned or controlled, in whole or in part, directly or indirectly, by any party subject to any Sanctions Laws; (d) it shall comply with all Sanctions Laws; (e) it is not a Sanctions Restricted Person; (f) it is not requiring the FSRU to be operated in any manner which is contrary to Sanctions Laws; (g) neither it nor, to the best of its knowledge, its direct or indirect shareholder(s) holding more than fifty percent (50%) of the shareholding, are subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; (h) it will not take any action or make any omission or make use of the FSRU or the Services in a manner that: (i) is in breach of Sanctions; or (ii) results, or is likely to result, in either Party or the FSRU Owner becoming a Restricted Party or otherwise a target of sanctions (being an entity or person that is a target of laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes being imposed on any United States person or other legal or natural person subject to the jurisdiction or authority of a United States Sanctions Authority which prohibit or restrict them from engaging in trade, business or other activities with such person without all appropriate licenses or exemptions issued by all applicable United States Sanctions Authorities); and (i) it shall promptly notify the other Party in writing of any changes to any of the representations, covenants and undertakings made above. 20.1.2 Each Party shall ensure that all obligations under this Clause 20.1 are passed on to any third party that it or any of its Affiliates contracts or uses in its performance of this Agreement or that takes over any obligation, or part thereof. 20.1.3 In the event (i) a Party fails to comply with the provisions of this Clause 20.1, (ii) a Party becomes the subject of any Sanctions Laws or (iii) the performance by a Party of any obligation resulting from this Agreement is otherwise blocked by Sanctions Laws applicable to it, the other Party may terminate or suspend this Agreement with immediate effect and/or take any action as it deems necessary to assure that it remains in compliance with all applicable Sanctions Laws, without having any further obligation or liability of any kind towards the other Party or related Persons. 20.1.4 Notwithstanding anything in this Clause 20.1 to the contrary, the Operator and the User shall not (and shall use reasonable endeavours to ensure that no other Relevant Person will) take any action or make any omission or make use of the FSRU or the Services in a manner that: (a) is in breach of Sanctions Laws; (b) causes (or will cause) a breach of Sanctions Laws by any Relevant Person; (c) causes any Relevant Person to be involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; or (d) constitutes a violation of Sanctions Laws or of any other laws and regulations of any state to which either of them is subject; or (e) results, or is likely to result, in either of them becoming a Sanctions Restricted Person or otherwise a target of Sanctions Laws. 20.1.5 The Operator shall have no obligation to provide any Services or otherwise perform its obligations under this Agreement if, in the reasonable judgement of the Operator, doing so would be contrary to Sanctions. 20.1.6 If, in the reasonable judgement of the Operator, Sanctions are applied to the operations of the FSRU, the Operator shall have the right to cease the provision of the Services and to cause any User’s Inventory on board the FSRU to be discharged in consultation with the User. 20.1.7 The User shall defend, indemnify and hold harmless the Operator from and against any and all claims whatsoever brought by any parties to whom regasified LNG is to be sold by or on behalf of the User and/or by any subcontractor by reason of the Operator’s compliance with Clauses 20.1.5 to 20.1.6 or pursuant to Clause 20.2.1. 20.1.8 The Operator and the User shall (and shall each use reasonable endeavours to ensure that its respective Affiliates will) maintain appropriate policies and procedures to: (a) identify any risks to its business as a result of Sanctions Laws; and (b) promote and achieve compliance with its obligations under Clause 20.1.4 above. 20.1.9 Any provision of this Clause 20.1 shall not apply if and to the extent that it is unenforceable by reason of: (a) the European Union Blocking Regulation (Council Regulation (EC) 2271/1996); (b) the German Foreign Trade Act or Foreign Trade Ordinance; or (c) any similar applicable blocking or anti-boycott law, and, in such case, the enforceability of any other provision of this Clause 20.1 shall not otherwise be affected.

Sanctions and Anti-Corruption. 20.1.1 By entering into this Agreement, each Party, represents and covenants that: (a) it has Neither the Borrower nor any of its Subsidiaries, nor any of their respective officers or employees, nor, to the knowledge of the Borrower, any of their respective, directors, agents or Affiliates, is a Sanctioned Person, nor is the Borrower or any of its Subsidiaries located, organized or resident in a country or territory that is a Sanctioned Country; and the Borrower will not violated directly or, knowingly, indirectly use the proceeds of the Credit Extensions hereunder to fund or facilitate, or lend, contribute or otherwise make available such proceeds to any Subsidiary to fund or facilitate or to any joint venture partner or other Person that the Borrower or any of its Subsidiaries knows will use such proceeds to fund or facilitate, (i) any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject or target of Sanctions Laws applicable or (ii) any use of such proceeds in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Administrative Agent, L/C Issuer or otherwise) of Sanctions. The Borrower, its Subsidiaries and their respective officers and employees and, to it on or before the date knowledge of this Agreement;the Borrower, the Borrower’s directors and agents are in compliance with Sanctions in all material respects. (b) in connection with Neither the business conducted under this Agreement, it is, and will be, compliant with all Sanctions Laws applicable to it; (c) neither it, nor, to Borrower nor any of its knowledge, any director, officer, agent, employee of it is the subject of any Sanctions Laws and it is not owned or controlled, in whole or in part, directly or indirectly, by any party subject to any Sanctions Laws; (d) it shall comply with all Sanctions Laws; (e) it is not a Sanctions Restricted Person; (f) it is not requiring the FSRU to be operated in any manner which is contrary to Sanctions Laws; (g) neither it Subsidiaries nor, to the best of its knowledge, its direct or indirect shareholder(s) holding more than fifty percent (50%) knowledge of the shareholdingBorrower, are subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; (h) it will not take any action or make any omission or make use of the FSRU or the Services in a manner that: (i) is in breach of Sanctions; or (ii) results, or is likely to result, in either Party or the FSRU Owner becoming a Restricted Party or otherwise a target of sanctions (being an entity or person that is a target of laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes being imposed on any United States person or other legal or natural person subject to the jurisdiction or authority of a United States Sanctions Authority which prohibit or restrict them from engaging in trade, business or other activities with such person without all appropriate licenses or exemptions issued by all applicable United States Sanctions Authorities); and (i) it shall promptly notify the other Party in writing of any changes to any of the representations, covenants and undertakings made above. 20.1.2 Each Party shall ensure that all obligations under this Clause 20.1 are passed on to any third party that it or any of its directors, officers, employees, agents or Affiliates contracts or uses has, in its performance of this Agreement or that takes over any obligationthe past five years, or part thereof. 20.1.3 In the event (i) a Party fails failed to comply with any provision of the provisions Foreign Corrupt Practices Act of this Clause 20.11977, (ii) a Party becomes as amended, or any applicable law or regulation implementing the subject OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of the United Kingdom, or any Sanctions Laws or (iii) the performance by a Party of any obligation resulting from this Agreement is otherwise blocked by Sanctions Laws other applicable Anti-Corruption Laws. The Borrower and its Subsidiaries have instituted, maintain and enforce procedures designed to it, the other Party may terminate or suspend this Agreement with immediate effect and/or take any action as it deems necessary to assure that it remains in promote and ensure compliance with all applicable Sanctions Laws, without having any further obligation or liability of any kind towards the other Party or related Persons. 20.1.4 Notwithstanding anything in this Clause 20.1 to the contrary, the Operator Anti-Corruption Laws and the User shall not (and shall use reasonable endeavours to ensure that no other Relevant Person will) take any action or make any omission or make use of the FSRU or the Services in a manner that: (a) is in breach of Sanctions Laws; (b) causes (or will cause) a breach of Sanctions Laws by any Relevant Person; (c) causes any Relevant Person to be involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; or (d) constitutes a violation of Sanctions Laws or of any other laws and regulations of any state to which either of them is subject; or (e) results, or is likely to result, in either of them becoming a Sanctions Restricted Person or otherwise a target of Sanctions Laws. 20.1.5 The Operator shall have no obligation to provide any Services or otherwise perform its obligations under this Agreement if, in the reasonable judgement of the Operator, doing so would be contrary to applicable Sanctions. 20.1.6 If, in the reasonable judgement of the Operator, Sanctions are applied to the operations of the FSRU, the Operator shall have the right to cease the provision of the Services and to cause any User’s Inventory on board the FSRU to be discharged in consultation with the User. 20.1.7 The User shall defend, indemnify and hold harmless the Operator from and against any and all claims whatsoever brought by any parties to whom regasified LNG is to be sold by or on behalf of the User and/or by any subcontractor by reason of the Operator’s compliance with Clauses 20.1.5 to 20.1.6 or pursuant to Clause 20.2.1. 20.1.8 The Operator and the User shall (and shall each use reasonable endeavours to ensure that its respective Affiliates will) maintain appropriate policies and procedures to: (a) identify any risks to its business as a result of Sanctions Laws; and (b) promote and achieve compliance with its obligations under Clause 20.1.4 above. 20.1.9 Any provision of this Clause 20.1 shall not apply if and to the extent that it is unenforceable by reason of: (a) the European Union Blocking Regulation (Council Regulation (EC) 2271/1996); (b) the German Foreign Trade Act or Foreign Trade Ordinance; or (c) any similar applicable blocking or anti-boycott law, and, in such case, the enforceability of any other provision of this Clause 20.1 shall not otherwise be affected.

Sanctions and Anti-Corruption. 20.1.1 By entering into this Agreement, each Party, represents and covenants that: (a) it has Neither the Borrower nor any of its Subsidiaries, nor any of their respective officers or directors, nor, to the knowledge of the Borrower, any of their respective employees, agents or Affiliates, is a Sanctioned Person, nor is the Borrower or any of its Subsidiaries located, organized or resident in a country or territory that is a Sanctioned Country; and the Borrower will not violated directly or, knowingly, indirectly use the proceeds of the Credit Extensions hereunder to fund or facilitate, or lend, contribute or otherwise make available such proceeds to any Subsidiary to fund or facilitate or to any joint venture partner or other Person that the Borrower or any of its Subsidiaries knows will use such proceeds to fund or facilitate, (i) any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject or target of Sanctions Laws applicable or (ii) any use of such proceeds in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as ▇▇▇▇▇▇, Administrative Agent, L/C Issuer or otherwise) of Sanctions. The Borrower, its Subsidiaries and their respective officers and directors and, to it on or before the date knowledge of this Agreement;the Borrower, the Borrower’s employees and agents are in compliance with Sanctions in all material respects. (b) in connection with Neither the business conducted under this Agreement, it is, and will be, compliant with all Sanctions Laws applicable to it; (c) neither it, nor, to Borrower nor any of its knowledge, any director, officer, agent, employee of it is the subject of any Sanctions Laws and it is not owned or controlled, in whole or in part, directly or indirectly, by any party subject to any Sanctions Laws; (d) it shall comply with all Sanctions Laws; (e) it is not a Sanctions Restricted Person; (f) it is not requiring the FSRU to be operated in any manner which is contrary to Sanctions Laws; (g) neither it Subsidiaries nor, to the best of its knowledge, its direct or indirect shareholder(s) holding more than fifty percent (50%) knowledge of the shareholdingBorrower, are subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; (h) it will not take any action or make any omission or make use of the FSRU or the Services in a manner that: (i) is in breach of Sanctions; or (ii) results, or is likely to result, in either Party or the FSRU Owner becoming a Restricted Party or otherwise a target of sanctions (being an entity or person that is a target of laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes being imposed on any United States person or other legal or natural person subject to the jurisdiction or authority of a United States Sanctions Authority which prohibit or restrict them from engaging in trade, business or other activities with such person without all appropriate licenses or exemptions issued by all applicable United States Sanctions Authorities); and (i) it shall promptly notify the other Party in writing of any changes to any of the representations, covenants and undertakings made above. 20.1.2 Each Party shall ensure that all obligations under this Clause 20.1 are passed on to any third party that it or any of its directors, officers, employees, agents or Affiliates contracts or uses has, in its performance of this Agreement or that takes over any obligationthe past five years, or part thereof. 20.1.3 In the event (i) a Party fails failed to comply with the provisions of this Clause 20.1, (ii) a Party becomes the subject of any Sanctions Laws or (iii) the performance by a Party of any obligation resulting from this Agreement is otherwise blocked by Sanctions Laws applicable to it, the other Party may terminate or suspend this Agreement with immediate effect and/or take any action as it deems necessary to assure that it remains in compliance with all applicable Sanctions Laws, without having any further obligation or liability of any kind towards the other Party or related Persons. 20.1.4 Notwithstanding anything in this Clause 20.1 to the contrary, the Operator and the User shall not (and shall use reasonable endeavours to ensure that no other Relevant Person will) take any action or make any omission or make use of the FSRU or the Services in a manner that: (a) is in breach of Sanctions Laws; (b) causes (or will cause) a breach of Sanctions Laws by any Relevant Person; (c) causes any Relevant Person to be involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; or (d) constitutes a violation of Sanctions Laws or of any other laws and regulations of any state to which either of them is subject; or (e) results, or is likely to result, in either of them becoming a Sanctions Restricted Person or otherwise a target of Sanctions Laws. 20.1.5 The Operator shall have no obligation to provide any Services or otherwise perform its obligations under this Agreement if, in the reasonable judgement of the Operator, doing so would be contrary to Sanctions. 20.1.6 If, in the reasonable judgement of the Operator, Sanctions are applied to the operations of the FSRU, the Operator shall have the right to cease the provision of the Services and to cause Foreign Corrupt Practices Act of 1977, as amended, or any User’s Inventory applicable law or regulation implementing the OECD Convention on board Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the FSRU to be discharged in consultation with the User. 20.1.7 The User shall defend, indemnify and hold harmless the Operator from and against any and all claims whatsoever brought by any parties to whom regasified LNG is to be sold by or on behalf Bribery Act 2010 of the User and/or by any subcontractor by reason of the Operator’s compliance with Clauses 20.1.5 to 20.1.6 United Kingdom, or pursuant to Clause 20.2.1. 20.1.8 The Operator and the User shall (and shall each use reasonable endeavours to ensure that its respective Affiliates will) maintain appropriate policies and procedures to: (a) identify any risks to its business as a result of Sanctions Laws; and (b) promote and achieve compliance with its obligations under Clause 20.1.4 above. 20.1.9 Any provision of this Clause 20.1 shall not apply if and to the extent that it is unenforceable by reason of: (a) the European Union Blocking Regulation (Council Regulation (EC) 2271/1996); (b) the German Foreign Trade Act or Foreign Trade Ordinance; or (c) any similar applicable blocking or anti-boycott law, and, in such case, the enforceability of any other provision of this Clause 20.1 shall not otherwise be affected.applicable Anti-Corruption Laws. The Borrower and its Subsidiaries have instituted,

Sanctions and Anti-Corruption. 20.1.1 By entering into this AgreementThe use of proceeds of the Loans will not directly or indirectly violate Sanctions Laws. To the extent applicable, each Party, represents Credit Party and covenants that: (a) it has not violated any Sanctions Laws applicable to it on or before the date of this Agreement; (b) other Restricted Subsidiary is in connection with the business conducted under this Agreement, it is, and will be, compliant with all Sanctions Laws applicable to it; (c) neither it, nor, to its knowledge, any director, officer, agent, employee of it is the subject of any Sanctions Laws and it is not owned or controlledcompliance, in whole or in partall material respects, with (A) Sanctions Laws, (B) the PATRIOT Act and (C) applicable Anti-Corruption Laws. No part of the proceeds of the Loans will be used for any payments, directly or indirectly, by any party subject to any Sanctions 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 applicable Anti-Corruption Laws; (d) it shall comply with all Sanctions Laws; (e) it is not a Sanctions . No Credit Party or Restricted Person; (f) it is not requiring the FSRU to be operated in any manner which is contrary to Sanctions Laws; (g) neither it nor, to the best of its knowledge, its direct or indirect shareholder(s) holding more than fifty percent (50%) of the shareholding, are subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; (h) it will not take any action or make any omission or make use of the FSRU or the Services in a manner that: Subsidiary (i) is in breach of Sanctions; or (ii) results, or is likely to result, in either Party or currently the FSRU Owner becoming a Restricted Party or otherwise a target of sanctions (being an entity or person that is a target of laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes being imposed on any United States person or other legal or natural person subject to the jurisdiction or authority of a United States Sanctions Authority which prohibit or restrict them from engaging in trade, business or other activities with such person without all appropriate licenses or exemptions issued by all applicable United States Sanctions Authorities); and (i) it shall promptly notify the other Party in writing of any changes to any of the representations, covenants and undertakings made above. 20.1.2 Each Party shall ensure that all obligations under this Clause 20.1 are passed on to any third party that it or any of its Affiliates contracts or uses in its performance of this Agreement or that takes over any obligation, or part thereof. 20.1.3 In the event (i) a Party fails to comply with the provisions of this Clause 20.1, (ii) a Party becomes the subject of any Sanctions Laws or (iiiii) is located, organized or residing in any Designated Jurisdiction. No Loan, nor the performance proceeds from any Loan, has been or will be used by a Party any Credit Party, directly or indirectly, to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any obligation resulting from this Agreement Person located, organized or residing in any Designated Jurisdiction or who is otherwise blocked by the target of any Sanctions Laws applicable to itin each case in any manner that will result in any violation by any Person (including any Lender, the other Party may terminate or suspend this Agreement with immediate effect and/or take any action as it deems necessary to assure that it remains in compliance with all applicable Sanctions Laws, without having any further obligation or liability of any kind towards the other Party or related Persons. 20.1.4 Notwithstanding anything in this Clause 20.1 to the contraryJoint Lead Arrangers, the Operator and the User shall not (and shall use reasonable endeavours to ensure that no other Relevant Person will) take any action or make any omission or make use of the FSRU Administrative Agent or the Services in a manner that: (aLetter of Credit Issuer) is in breach of Sanctions Laws; (b) causes (or will cause) a breach of Sanctions Laws by any Relevant Person; (c) causes any Relevant Person to . The representations and warranties given in this Section 8.20 shall not be involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions Laws; or (d) constitutes a violation of Sanctions Laws or of any other laws and regulations of any state to which either of them is subject; or (e) resultsmade by, or is likely to resultsought by, in either as applicable, (i) any Credit Party or any of them becoming a Sanctions Restricted its Subsidiaries, or any Lender, insofar as they would violate or expose any such Person or otherwise a target of Sanctions Laws. 20.1.5 The Operator shall have no obligation any director, officer or employee thereof to provide any Services liability under any anti-boycott or otherwise perform its obligations under this Agreement ifblocking law, regulation or statute that is in the reasonable judgement of the Operator, doing so would be contrary force from time to Sanctions. 20.1.6 If, in the reasonable judgement of the Operator, Sanctions are applied time and applicable to the operations of the FSRU, the Operator shall have the right to cease the provision of the Services and to cause any User’s Inventory on board the FSRU to be discharged in consultation with the User. 20.1.7 The User shall defend, indemnify and hold harmless the Operator from and against any and all claims whatsoever brought by any parties to whom regasified LNG is to be sold by or on behalf of the User and/or by any subcontractor by reason of the Operator’s compliance with Clauses 20.1.5 to 20.1.6 or pursuant to Clause 20.2.1. 20.1.8 The Operator and the User shall such entity (and shall each use reasonable endeavours to ensure that its respective Affiliates will) maintain appropriate policies and procedures to: (a) identify any risks to its business as a result of Sanctions Laws; and (b) promote and achieve compliance with its obligations under Clause 20.1.4 above. 20.1.9 Any provision of this Clause 20.1 shall not apply if and to the extent that it is unenforceable by reason of: (a) the European Union Blocking Regulation (Council including without limitation EU Regulation (EC) 2271/1996); (b) 2271/96 and Section 4 of the German Foreign Trade Act Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung)) or Foreign Trade Ordinance; or (cii) any similar applicable blocking Credit Party or anti-boycott lawany of its Subsidiaries, andor any Lender, insofar as such representation would result in such case, a violation of or conflict with the enforceability of any other provision of this Clause 20.1 shall not otherwise be affectedForeign Extraterritorial Measures Act (Canada).