|5.14 || |
Anti-Corruption Laws; Sanctions.
A. Holdings, U.S. Holdings, U.S. FinCo, the Borrower, and each of their respective Subsidiaries and, to the Knowledge of Holdings and the Borrower, any director, officer, agent or employee of Holdings, U.S. Holdings, U.S. FinCo, the Borrower or any of its respective Subsidiaries are in compliance with all applicable sanctions administered or enforced by the U.S. government, including those administered by the U.S. Department of the Treasurys Office of Foreign Assets Control (OFAC) and the U.S. Department of State, the United Nations Security Council, the European Union or Her Majestys Treasury (Sanctions) and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the FCPA) and any other applicable anti-corruption law, in all material respects. Holdings, U.S. Holdings, U.S. FinCo, the Borrower, and each of their respective Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws.
B. None of Holdings, U.S. Holdings, U.S. FinCo, the Borrower or any of its respective Subsidiaries nor, to the Knowledge of Holdings or the Borrower, any director, officer, agent or employee of Holdings, U.S. Holdings, U.S. FinCo, the Borrower or any of its respective Subsidiaries is currently an individual or entity that is, or is 50% or more owned (individually or in the aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision, or instrumentality of any government) that are (i) the target of any Sanctions or (ii) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions.
C. The Borrower will not, directly or indirectly, use the proceeds of the Loans or use the Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable anti-corruption law, or (ii) (A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the target of Sanctions, or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as Administrative Agent, Arranger, Issuing Bank, Lender, underwriter, advisor, investor, or otherwise).
5.15 Insurance. Schedule 5.15 sets forth a true, complete and correct description of all material insurance policies maintained by or on behalf of U.S. FinCo, the Borrower and the Subsidiary Guarantors as of the Effective Date. As of such date, such insurance is in full force and effect and all premiums have been duly paid. U.S. FinCo, the Borrower, Holdings, U.S. Holdings and the Subsidiary Guarantors have insurance in such amounts and covering such risks and liabilities as are in accordance with normal industry practice.
Each of Holdings, U.S. Holdings, U.S. FinCo and the Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations (other than contingent indemnification obligations, Guaranteed Hedge Obligations or Cash Management Obligations, in each case, not then due and payable) and the cancellation or expiration of all Letters of Credit (or the making of other arrangements with respect to such Letters of Credit reasonably satisfactory to the Administrative Agent and each relevant Issuing Bank), unless the Requisite Lenders shall otherwise give prior written consent, each of Holdings, U.S. Holdings, U.S. FinCo and the Borrower shall perform, and shall cause each of their respective Subsidiaries (to the extent applicable) to perform, all covenants in this Section 6.