Common use of Terrorism Sanctions Regulations Clause in Contracts

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to to, (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note Bond by the holder thereof to be in violation of any laws or regulations administered by OFAC.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Affiliated Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Affiliated Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFACPerson.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any Holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such Holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity Subsidiary to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFACPerson.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to to, (a) become become, own or control a Blocked Person Person, or (b) directly or indirectly have any investments investment in or engage in any dealings dealing or transactions transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Blocked Person except in accordance with applicable law and in a manner where if such investmentsinvestment, transactions dealing or dealings transaction would not cause any holder of the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof Notes to be in violation of any laws law or regulations administered by OFACregulation applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) knowingly have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if at the time such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company covenants that it will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) knowingly have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company Constituent Companies will not not, and will not permit any of their Controlled Entity to Entities to, (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any Note by the holder thereof a Bond to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company agrees that it will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not reasonably be expected to cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to to, (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder. 1.15. Section 10 of the Note Purchase Agreement shall be and is hereby amended to add at the end thereof the following new Section 10.13:

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFACPerson.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) knowingly have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if at the time such investments, dealings or transactions would cause any Purchaser or dealings would not cause the purchase, holding or receipt holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company Obligors will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to to, (a) become become, own or control a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investmentsPerson, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.or

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investments investment in or engage in any dealings dealing or transactions with transaction (including, without limitation, any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.ANNEX A-27

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Affiliated Entity to (a) become a Blocked Person or (b) knowingly have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except or any investment in accordance with applicable law and in a manner where the Iranian energy sector if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder or to be unable to make any certification necessary to do business in or with any state or other Governmental Authority.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Affiliated Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except Person.” 1.18 A new Section 10.15 is added to the Agreement in accordance with applicable law and in a manner where such investmentsproper numeric order, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.as follows:

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become become, own or control a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not reasonably be expected to cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of or subject to sanctions under any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof Issuing Bank to be in violation of any laws or regulations administered by OFAC.that are applicable to the Issuing Bank. UTi Worldwide Inc. Letter of Credit Agreement

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (ai) become a Blocked Person or (bii) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company covenants that it will not not, and will not permit any Controlled Entity to to, (ai) become a Blocked Person or (bii) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any of its Controlled Entity to Entities to, (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof Lender to be in violation of any laws or regulations administered by OFACthat are applicable to the Lender.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to to, (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder. 1.15 Section 10 of the Note Purchase Agreement shall be and is hereby amended to add at the end thereof the following new Section 10.13:

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof Issuing Bank to be in violation of any laws or regulations administered by OFAC.that are applicable to the Issuing Bank. 37 UTi Worldwide Inc. Letter of Credit Agreement

Terrorism Sanctions Regulations. The Company Obligors will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment -25- Vectren Utility Holdings, Inc. Note Purchase Agreement or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of of, or subject to sanctions under, any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity to (a) become to become, own or control a Blocked Person Person, or (b) directly or indirectly to have any investments investment in or engage in any dealings dealing or transactions transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of any Series of Notes) with any Blocked Person except in accordance with applicable law and in a manner where if such investmentsinvestment, transactions dealing or dealings transaction would not cause any holder of the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof Notes to be in violation of any laws law or regulations administered by OFACregulation applicable to such holder.

Terrorism Sanctions Regulations. The Company No Obligor will not and nor will not it permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company covenants that it will not and will not permit any Controlled Entity to (ai) become a Blocked Person or (bii) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where if such investments, dealings or transactions or dealings would not cause the purchase, holding or receipt any holder of any payment or exercise of any rights in respect of any a Note by the holder thereof to be in violation of any laws or regulations administered by OFACthat are applicable to such holder.

Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Affiliated Entity to (a) become a Blocked Person Person, or (b) have any investments in or engage in any dealings or transactions with any Blocked Person except in accordance with applicable law and in a manner where such investments, transactions or dealings would not cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFACPerson.

Terrorism Sanctions Regulations. The Company will not not, and will not permit any Controlled Entity to to, (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly, have any investments investment in or engage in any dealings dealing or transactions transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Blocked Person except in accordance with applicable law and in a manner where if such investmentsinvestment, transactions dealing or dealings transaction (1) would not cause the purchase, holding any Purchaser or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any laws or regulations administered by OFAC.of