Common use of Foreign Assets Control Regulations Clause in Contracts

Foreign Assets Control Regulations. (a) Neither any Borrower nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury ("OFAC") (an "OFAC Listed Person") or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a "Blocked Person") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the Loans or Letters of Credit made or issued hereunder constitute or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Borrowers' actual knowledge after making due inquiry, neither any Borrower nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "Anti-Money Laundering Laws"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters of Credit made or issued hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations. (a) Neither any Borrower the Company nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") Affiliated Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury ("“OFAC"”) (an "“OFAC Listed Person"”) or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any comprehensive U.S. economic sanctions administered by OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a "“Blocked Person") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person”). (b) No part of the proceeds from the Loans or Letters sale of Credit made or issued the Securities hereunder constitute constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To Except as set forth in Schedule 3.14, to the Borrowers' actual knowledge after making due inquiryCompany’s knowledge, neither any Borrower the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Law (collectively, "“Anti-Money Laundering Laws"”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) Law), to ensure that each Borrower the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters sale of Credit made or issued the Securities hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) Law), to ensure that each Borrower the Company and each Controlled Entity of its Subsidiaries is and will continue to be in compliance with all applicable current and future anti-corruption laws Laws and regulations.

Foreign Assets Control Regulations. (a) Neither any Borrower the Company nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") Affiliated Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, Control of the U.S. Department of Treasury ("“OFAC"”) (an "“OFAC Listed Person") or ”), (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC comprehensive U.S. economic sanctions administered by OFAC, including but not limited to, Iran, Sudan, Cuba, Burma, Libya, Syria and North Korea (the “Country Sanctions”), or (iii) a Person subject to the Country Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a "“Blocked Person") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person”). (b) No part of the proceeds from the Loans or Letters sale of Credit made or issued the Notes hereunder constitute constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Borrowers' Company’s actual knowledge after making due inquiryknowledge, neither any Borrower the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "“Anti-Money Laundering Laws"”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that each Borrower the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters sale of Credit made or issued the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that each Borrower the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations. (a) Neither any Borrower nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") The Company (i) is not a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury ("“OFAC"”) (an "“OFAC Listed Person"”) or any list published by any state under the authority of CISADA, such as the list published by the California Department of General Services (a “State Listed Person”) or (ii) is not a department, agency or instrumentality of, or is not otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or State Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person, each State Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a "“Blocked Person"”) or (iii) has no any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the Loans or Letters sale of Credit made or issued the 2012 Series A Bonds hereunder constitute constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Borrowers or indirectly through any Controlled EntityCompany, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian Energy Sector (as defined in Section 201(1) of CISADA). (c) To the Borrowers' Company’s actual knowledge after making due inquiry, neither any Borrower nor any Controlled Entity the Company (i) is not under investigation by any Governmental Authority for, or has not been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "“Anti-Money Laundering Laws"”), (ii) has not been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has not had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower the Company and each Controlled Entity Affiliate is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters sale of Credit made or issued the 2012 Series A Bonds hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity the Company is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations. (a) Neither any Borrower nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "“Controlled Entity"”) (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury ("“OFAC"”) (an "“OFAC Listed Person"”) or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a "“Blocked Person"”) or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the Loans or Letters of Credit made or issued hereunder constitute or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Borrowers' ’ actual knowledge after making due inquiry, neither any Borrower nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "“Anti-Money Laundering Laws"”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters of Credit made or issued hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations. (a) Neither any Borrower Obligor nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") Affiliated Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, Control of the U.S. Department of Treasury ("“OFAC"”) (an "“OFAC Listed Person"”) or is otherwise a Person officially sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation (including, but not limited to, the International Emergency Economic Powers Act, the USA Patriot Act and CISADA) or executive order relating thereto (including, but not limited to, the Anti-Terrorism Order) (collectively, the “OFAC Sanction Laws”); or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person Person, or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC comprehensive U.S. economic sanctions administered by OFAC, including but not limited to, Iran, Sudan, Cuba, Burma, Syria and North Korea (the “Country Sanctions”); or (iii) a Person subject to the Country Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a "“Blocked Person") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person”). (b) No part of the proceeds from the Loans or Letters sale of Credit made or issued the Notes hereunder constitute constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers any Obligor or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or in violation of any OFAC Sanction Laws. (c) To the Borrowers' Obligors’ actual knowledge after making due inquiry, neither any Borrower Obligor nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "“Anti-Money Laundering Laws"”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that each Borrower such Obligor and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters sale of Credit made or issued the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that each Borrower such Obligor and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations. (a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended (the “Trading with the Enemy Act”), or any Borrower of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation (including, but not limited to the International Emergency Economic Powers Act) or executive order relating thereto (collectively, “OFAC Sanctions Laws”). (b) Neither the Company nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") Entity (i) is a Person whose name appears on described or designated in the list SDN List of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department Control or in section 1 of Treasury ("OFAC") (an "OFAC Listed Person") or (ii) is a department, agency or instrumentality of, the Anti-Terrorism Order or is otherwise controlled by or acting on behalf of, directly or indirectlyofficially sanctioned pursuant to the OFAC Sanctions Laws, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a "Blocked Person") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions withwith any such Person where such dealings or transactions would result in any holder of a Note being in violation in any material respect of the Foreign Activities Laws or (iii) engages in any dealings or transactions with any Person where such dealings or transactions would result in any Purchaser being in violation of any applicable Anti-Money Laundering Laws or Applicable Anti-Corruption Laws. To the extent applicable thereto, any Blocked Personthe Company and its Controlled Entities are in compliance, in all material respects, with the Foreign Activities Laws, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the anti-money laundering laws in the jurisdictions where they are located and/or conducting business (the “Anti-Money Laundering Laws”) and the anti-corruption laws in the jurisdictions where they are located and/or conducting business (collectively, the “Anti-Corruption Laws”). (bc) No part of the proceeds from the Loans or Letters of Credit made or issued hereunder constitute or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Borrowers' actual knowledge after making due inquiry, neither any Borrower nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "Anti-Money Laundering Laws"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part sale of the proceeds from the Loans or Letters of Credit made or issued Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization 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, assuming in all cases that such Act applies to the Company. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that each Borrower the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future antiAnti-corruption laws and regulationsCorruption Laws.

Foreign Assets Control Regulations. (a) Neither any Borrower nor any Guarantor or Subsidiary or Affiliate of the Borrower or any Guarantor (each Guarantor, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity") The Company (i) is not a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury ("“OFAC"”) (an "“OFAC Listed Person"”) or any list published by any state under the authority of CISADA, such as the list published by the California Department of General Services (a “State Listed Person”) or (ii) is not a department, agency or instrumentality of, or is not otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or State Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC CHUGACH ELECTRIC ASSOCIATION, INC. Bond Purchase Agreement Sanctions Program (each OFAC Listed Person, each State Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a "“Blocked Person"”) or (iii) has no any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the Loans or Letters sale of Credit made or issued the 2017 Series A Bonds hereunder constitute constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Borrowers or indirectly through any Controlled EntityCompany, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian Energy Sector (as defined in Section 201(1) of CISADA). (c) To the Borrowers' Company’s actual knowledge after making due inquiry, neither any Borrower nor any Controlled Entity the Company (i) is not under investigation by any Governmental Authority for, or has not been charged with, or convicted of, money laundering, drug trafficking, terrorist-related terrorist‑related activities or other money laundering predicate crimes under any applicable law (collectively, "Anti-Money “Anti‑Money Laundering Laws"”), (ii) has not been assessed civil penalties under any Anti-Money Anti‑Money Laundering Laws or (iii) has not had any of its funds seized or forfeited in an action under any Anti-Money Anti‑Money Laundering Laws. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower the Company and each Controlled Entity Affiliate is and will continue to be in compliance with all applicable current and future Anti-Money Anti‑Money Laundering Laws. (d) No part of the proceeds from the Loans or Letters sale of Credit made or issued the 2017 Series A Bonds hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity the Company is and will continue to be in compliance with all applicable current and future anti-corruption anti‑corruption laws and regulations.

Foreign Assets Control Regulations. (a) Neither any Borrower nor any Guarantor or Subsidiary or Affiliate the borrowing of the Borrower Term Loans hereunder nor the use of the proceeds thereof violates any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any Guarantor enabling legislation or executive order relating thereto (each Guarantorcollectively, Subsidiary and Affiliate of the Borrower or any Guarantor, a "Controlled Entity"“Trading with the Enemy Act”). (b) No Covered Entity (i) is a Person whose name appears on described or designated in the list of Specially Designated Nationals and Blocked Persons published by List of the Office of Foreign Assets ControlControl or otherwise a Sanctioned Person, U.S. Department of Treasury ("OFAC") (an "OFAC Listed Person") or (ii) is has any of its assets in a departmentSanctioned Country or in the possession, agency custody or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any control of a Sanctioned Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a "Blocked Person") or (iii) has any investments indoes business in or with, or knowingly (as such term is defined derives any of its operating income from investments in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked PersonSanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority. (bc) No part of the proceeds from the Loans or Letters of Credit made or issued hereunder constitute or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrowers or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Borrowers' actual knowledge after making due inquiry, neither any Borrower nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, "Anti-Money Laundering Laws"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrowers have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the Term Loans are or Letters of Credit made or issued hereunder will be used, directly or indirectly, (i) for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Borrowers have taken reasonable measures appropriate , in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or (ii) to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority. (i) No funds used to repay the circumstances Obligations in whole or in part are derived from any unlawful activity; and (ii) each Covered Entity is in compliance with, and no Covered Entity engages in any event as required by applicable law) to ensure that each Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption dealings or transactions prohibited by, any laws and regulationsof the United States.