Common use of Sanctions; Anti-Corruption; and Anti-Terrorism Law Clause in Contracts

Sanctions; Anti-Corruption; and Anti-Terrorism Law. (a) Each Credit Party and each of its Subsidiaries is and will remain in compliance in all material respects with all applicable Sanctions or all applicable laws relating to anti-money laundering and counter-terrorism (“Anti-Terrorism Laws”), including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the laws and regulations administered by OFAC, the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330), the Money Laundering Control Act (18 U.S.C. §§1956-1957 and 1960) and the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707). No Credit Party, none of its Subsidiaries, none of the respective officers or directors of a Credit Party or its Subsidiaries and (to the knowledge of a Senior Officer of Borrower Representative) none of the Affiliates, employees or agents of a Credit Party or its Subsidiaries that is acting or benefitting in any capacity in connection with Loans or other extensions of credit hereunder, is any of the following (i) a Sanctioned Person, (ii) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order or (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law. (b) Neither any Credit Party or any of its Subsidiaries nor any director, officer, or employee of the foregoing (nor, to the knowledge of a Senior Officer of the Borrower Representative, any Affiliate, agent or other Person acting on behalf of any Credit Party or any respective Subsidiary) has paid, offered, promised to pay or authorized the payment of, directly or indirectly, any money or anything of value (i) to any Foreign Official or other Person or entity for the purpose of influencing any act or decision of such Foreign Official or other Person or entity or of such Foreign Official’s Governmental Authority or to secure any improper advantage, for the purpose of obtaining or retaining business for or with, or directing business to, any Person, in each case, in violation of any applicable Anti-Corruption Law including but not limited to the FCPA, or (ii) for the purpose of funding, financing or facilitating any activities or business of or with any Sanctioned Person or in any Sanctioned Country or in any other manner that would result in a violation of Sanctions or Anti-Terrorism Laws by any Person (including any NAI-1537241654v2 Person participating in the Loans, Letters of Credit or any other extension of credit hereunder, whether as Administrative Agent, Arranger, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise).

Sanctions; Anti-Corruption; and Anti-Terrorism Law. (a) Each Credit Party and each of its Subsidiaries is and will remain in compliance in all material respects with all applicable Sanctions or all applicable laws relating to anti-money Sanctions or relating to anti‑money laundering and counter-terrorism counter‑terrorism (“Anti-Terrorism Laws”), including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the laws and regulations administered by OFAC, the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-53305311‑5330), the Money Laundering Control Proceeds of Crime Act (18 U.S.C. §§1956-1957 and 1960) and the International Emergency Economic Powers Act (50 U.S.C. §§1701-17071701‑1707). No Credit Party, none of its Subsidiariesno Subsidiary, none of the respective officers or directors of a Credit Party or its Subsidiaries Subsidiary and (to the knowledge of a Senior Officer of Borrower RepresentativeBorrower) none of the Affiliates, employees or agents Affiliates of a Credit Party or its Subsidiaries such Subsidiary that is acting or benefitting in any capacity in connection with Loans or other extensions of credit hereunder, is any of the following (i) a Sanctioned Person, (ii) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order or (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Anti‑Terrorism Law. (b) Neither Borrower, any Credit Party or any of its Subsidiaries nor any directorSubsidiary, officer, director or employee of the foregoing employees (nor, to the knowledge of a Senior Officer of the Borrower RepresentativeBorrower, any Affiliate, agent or other Person acting on behalf of Borrower, any Credit Party or any respective Subsidiary) has paid, offered, promised to pay pay, or authorized the payment of, and no part of the proceeds of the Loans, Letters of Credit or any other extension of credit hereunder will be used, directly or indirectlyindirectly (i) to pay, offer to pay, promise to pay any money or anything of value (i) to any Foreign Official or other Person or entity for the purpose of influencing any act or decision of such Foreign Official or other Person or entity or of such Foreign Official’s Governmental Authority or to secure any improper advantage, for the purpose of obtaining or retaining business for or with, or directing business to, any Person, in each case, in violation of any applicable Anti-Corruption Anti‑Corruption Law including but not limited to the FCPA, or (ii) for the purpose of funding, financing or facilitating any activities or business of or with any Sanctioned Person or in any Sanctioned Country or in any other manner that would result in a violation of Sanctions or Anti-Terrorism Laws by any Person (including any NAI-1537241654v2 Person participating in the Loans, Letters of Credit or any other extension of credit hereunder, whether as Administrative Agent, Arranger, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise)Country.

Sanctions; Anti-Corruption; and Anti-Terrorism Law. (a) Each Credit Party and each of its Subsidiaries is and will remain in compliance in all material respects with all applicable laws relating to Sanctions or all applicable laws relating to anti-money laundering and counter-terrorism (“Anti-Terrorism Laws”), including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the laws and regulations administered by OFAC, the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330), the Money Laundering Control Proceeds of Crime Act (18 U.S.C. §§1956-1957 and 1960) and the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707). No Credit Party, none of its Subsidiariesno Subsidiary, none of the respective officers or directors of a Credit Party or its Subsidiaries Subsidiary and (to the knowledge of a Senior Officer of Borrower Representative) none of the Affiliates, employees or agents Affiliates of a Credit Party or its Subsidiaries Subsidiary that is acting or benefitting in any capacity in connection with Loans or other extensions of credit hereunder, is any of the following (i) a Sanctioned Person, (ii) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order or (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law. (b) Neither Holdings, any Credit Party or any of its Subsidiaries nor any directorSubsidiary, officer, director or employee of the foregoing employees (nor, to the knowledge of a Senior Officer of the Borrower Representative, any Affiliate, agent or other Person acting on behalf of Holdings, any Credit Party or any respective Subsidiary) has paid, offered, promised to pay pay, or authorized the payment of, and no part of the proceeds of the Loans, Letters of Credit or any other extension of credit hereunder will be used, directly or indirectlyindirectly (i) to pay, offer to pay, promise to pay any money or anything of value (i) to any Foreign Official or other Person or entity for the purpose of influencing any act or decision of such Foreign Official or other Person or entity or of such Foreign Official’s Governmental Authority or to secure any improper advantage, for the purpose of obtaining or retaining business for or with, or directing business to, any Person, in each case, in violation of any applicable Anti-Corruption Law including but not limited to the FCPA, or (ii) for the purpose of funding, financing or facilitating any activities or business of or with any Sanctioned Person or in any Sanctioned Country or in any other manner that would result in a violation of Sanctions or Anti-Terrorism Laws by any Person (including any NAI-1537241654v2 Person participating in the Loans, Letters of Credit or any other extension of credit hereunder, whether as Administrative Agent, Arranger, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise)Country.

Sanctions; Anti-Corruption; and Anti-Terrorism Law. (a) Each Credit Party and each of its Subsidiaries is and will remain in compliance in all material respects with all applicable laws relating to Sanctions or all applicable laws relating to anti-money laundering and counter-terrorism (“Anti-Terrorism Laws”), including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the laws and regulations administered by OFAC, the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330), the Money Laundering Control Proceeds of Crime Act (18 U.S.C. §§1956-1957 and 1960) and the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707). No Credit Party, none of its Subsidiariesno Subsidiary, none of the respective officers or directors of a Credit Party or its Subsidiaries Subsidiary and (to the knowledge of a Senior Officer of Borrower RepresentativeBorrower) none of the Affiliates, employees or agents Affiliates of a Credit Party or its Subsidiaries such Subsidiary that is acting or benefitting in any capacity in connection with Loans or other extensions of credit hereunder, is any of the following (i) a Sanctioned Person, (ii) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order or (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law. (b) Neither Borrower, any Credit Party or any of its Subsidiaries nor any directorSubsidiary, officer, director or employee of the foregoing employees (nor, to the knowledge of a Senior Officer of the Borrower RepresentativeBorrower, any Affiliate, agent or other Person acting on behalf of Borrower, any Credit Party or any respective Subsidiary) has paid, offered, promised to pay pay, or authorized the payment of, and no part of the proceeds of the Loans, Letters of Credit or any other extension of credit hereunder will be used, directly or indirectlyindirectly (i) to pay, offer to pay, promise to pay any money or anything of value (i) to any Foreign Official or other Person or entity for the purpose of influencing any act or decision of such Foreign Official or other Person or entity or of such Foreign Official’s Governmental Authority or to secure any improper advantage, for the purpose of obtaining or retaining business for or with, or directing business to, any Person, in each case, in violation of any applicable Anti-Corruption Law including but not limited to the FCPA, or (ii) for the purpose of funding, financing or facilitating any activities or business of or with any Sanctioned Person or in any Sanctioned Country or in any other manner that would result in a violation of Sanctions or Anti-Terrorism Laws by any Person (including any NAI-1537241654v2 Person participating in the Loans, Letters of Credit or any other extension of credit hereunder, whether as Administrative Agent, Arranger, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise)Country.