Common use of Sanctions; PATRIOT ACT and FCPA Clause in Contracts

Sanctions; PATRIOT ACT and FCPA. (a) (i) None of the Issuer or any of its Subsidiaries or any of the respective directors or officers or, to the knowledge of the Issuer, agents (solely to the extent acting in its capacity as an agent for the Issuer or any of its Subsidiaries) or employees of the Issuer or its Subsidiaries is the subject or target of any U.S. economic or financial sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. State Department (collectively, “Sanctions”); and (ii) the Issuer has not used and will not use, directly or, to its knowledge, indirectly, any part of the proceeds of any Issuance or otherwise made or will make available such proceeds to any Person to finance the activities of any Person that is the subject or target of any Sanctions. (b) To the extent applicable, each Note Party is in compliance, in all material respects, with the USA PATRIOT Act. (c) (i) None of the Issuer or any of its Subsidiaries or any of the respective directors or officers or, to the knowledge of the Issuer, agents (solely to the extent acting in its capacity as an agent for the Issuer or any of its Subsidiaries) or employees of the Issuer or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention of the FCPA or any other applicable Anti-Corruption Law; and (ii) the Issuer has not used and will not use, directly or, to its knowledge, indirectly, any part of the proceeds of any Issuance or otherwise made or will make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

Sanctions; PATRIOT ACT and FCPA. (a) (i) None of the Issuer or Borrower, nor any of its Restricted Subsidiaries nor any officer or director of any of the respective directors or officers orforegoing nor, to the knowledge of the IssuerBorrower, agents employee or agent of any of the foregoing is a Sanctioned Person; and (ii) the Borrower will not directly or, to its knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for (x) the purpose of funding, financing or facilitating the activities of any Person that is the subject or target of any applicable Sanctions, except to the extent licensed or otherwise approved by OFAC or in compliance with applicable exemption, licenses or other approvals; (y) the purpose of funding, financing or facilitating activities in a Sanctioned Country; or (z) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (b) To the extent applicable, each Loan Party, their respective officers and directors, and to the knowledge of each Loan Party their employees and agents, are in compliance, in all material respects, with Anti-Corruption Laws, Sanctions and the USA PATRIOT Act. (c) (i) Neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of the Borrower, any director, officer, or employee of the Borrower or any Restricted Subsidiary, nor, to the knowledge of the Borrower, any agent (solely to the extent acting in its capacity as an agent for the Issuer Borrower or any of its Subsidiaries) or employees of the Issuer or its Subsidiaries is the subject or target of subsidiaries), has taken any U.S. economic or financial sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. State Department (collectively, “Sanctions”); and (ii) the Issuer has not used and will not useaction, directly or, to its knowledge, indirectly, any part of the proceeds of any Issuance or otherwise made or will make available such proceeds to any Person to finance the activities of any Person that is the subject or target of any Sanctions. (b) To the extent applicable, each Note Party is in compliance, in all material respects, with the USA PATRIOT Act. (c) (i) None of the Issuer or any of its Subsidiaries or any of the respective directors or officers or, to the knowledge of the Issuer, agents (solely to the extent acting in its capacity as an agent for the Issuer or any of its Subsidiaries) or employees of the Issuer or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977Anti-Corruption Laws, as amended (the “FCPA”), including, without limitation, including making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention of the FCPA or any other applicable Anti-Corruption LawLaws; and (ii) the Issuer has not used and Borrower will not use, directly or, to its knowledge, indirectly, any part of used the proceeds of any Issuance the Loans or Letters of Credit or otherwise made or will make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPAAnti-Corruption Laws. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any such representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to sanctions, anti-terrorism, anti-corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

Sanctions; PATRIOT ACT and FCPA. (a) (i) None of the Issuer or Borrower, nor any of its Restricted Subsidiaries nor any officer or director of any of the respective directors or officers orforegoing nor, to the knowledge of the IssuerBorrower, agents employee or agent of any of the foregoing is a Sanctioned Person; and (ii) the Borrower will not directly or, to its knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person for (x) the purpose of funding, financing or facilitating the activities of any Person that is the subject or target of any applicable Sanctions, except to the extent licensed or otherwise approved by OFAC or in compliance with applicable exemption, licenses or other approvals; (y) the purpose of funding, financing or facilitating activities in a Sanctioned Country; or (z) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (b) To the extent applicable, each Loan Party, their respective officers and directors, and to the knowledge of each Loan Party their employees and agents, are in compliance, in all material respects, with Anti-Corruption Laws, Sanctions and the USA PATRIOT Act. (c) (i) Neither the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of the Borrower, any director, officer, or employee of the Borrower or any Restricted Subsidiary, nor, to the knowledge of the Borrower, any agent (solely to the extent acting in its capacity as an agent for the Issuer Borrower or any of its Subsidiaries) or employees of the Issuer or its Subsidiaries is the subject or target of subsidiaries), has taken any U.S. economic or financial sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. State Department (collectively, “Sanctions”); and (ii) the Issuer has not used and will not useaction, directly or, to its knowledge, indirectly, any part of the proceeds of any Issuance or otherwise made or will make available such proceeds to any Person to finance the activities of any Person that is the subject or target of any Sanctions. (b) To the extent applicable, each Note Party is in compliance, in all material respects, with the USA PATRIOT Act. (c) (i) None of the Issuer or any of its Subsidiaries or any of the respective directors or officers or, to the knowledge of the Issuer, agents (solely to the extent acting in its capacity as an agent for the Issuer or any of its Subsidiaries) or employees of the Issuer or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977Anti-Corruption Laws, as amended (the “FCPA”), including, without limitation, including making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention of the FCPA or any other applicable Anti-Corruption LawLaws; and (ii) the Issuer has not used and Borrower will not use, directly or, to its knowledge, indirectly, any part of used the proceeds of any Issuance the Loans or Letters of Credit or otherwise made or will make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPAAnti-Corruption Laws. The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any such representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to sanctions, anti-terrorism, anti-anti- corruption or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.