Common use of Patriot Act, OFAC, FCPA Clause in Contracts

Patriot Act, OFAC, FCPA. (a) Each of the Parent Borrower and its Subsidiaries is in compliance in all material respects with the Patriot Act. (b) (i) Each of the Parent Borrower and its Subsidiaries is in compliance, in all material respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (ii) none of the Parent Borrower or any of its Subsidiaries nor, to the knowledge of the Borrowers, any director, officer, agent or employee of any of the foregoing is (x) a person on the list of “Specially Designated Nationals and Blocked Persons” or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrowers (other than the German Subsidiary Borrower) will not directly or, to the knowledge of such Borrowers, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC and with respect to the German Subsidiary Borrower, the Parent Borrower shall ensure that such German Subsidiary Borrower will not directly or, to the Parent Borrower’s knowledge, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC; and (iii) no part of the proceeds of any Loan or Ancillary Facility will be used, directly or, to the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada).

Patriot Act, OFAC, FCPA. (a) Each of the Parent Borrower and its Subsidiaries is in compliance in all material respects with the Patriot Act. (b) (i) Each of the Parent Borrower and its Subsidiaries is in compliance, in all material respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (ii) none of the Parent Borrower or any of its Subsidiaries nor, to the knowledge of the Borrowers, any director, officer, agent or employee of any of the foregoing is (x) a person on the list of “Specially Designated Nationals and Blocked Persons” or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrowers (other than the German Subsidiary Borrower) will not directly or, CREDIT AGREEMENT, Page 104 to the knowledge of such Borrowers, indirectly use the proceeds of the Loans Loans, Letter of Credit or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject at the time such proceeds are made available to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC and with respect to the German Subsidiary Borrower, the Parent Borrower shall ensure that such German Subsidiary Borrower will not directly or, to the Parent Borrower’s knowledge, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject at the time such proceeds are made available to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC; and (iii) no part of the proceeds of any Loan Loan, Letter of Credit or Ancillary Facility will be used, directly or, to the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada).

Patriot Act, OFAC, FCPA. (a) Each of the Parent Borrower and its Subsidiaries is in compliance in all material respects with the Patriot Act. (b) (i) Each of the Parent Borrower and its Subsidiaries is in compliance, in all material respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (ii) none of the Parent Borrower or any of its Subsidiaries nor, to the knowledge of the Borrowers, any director, officer, agent or employee of any of the foregoing is (x) a person on the list of “Specially Designated Nationals and Blocked Persons” or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrowers (other than the German Subsidiary Borrower) will not directly or, to the knowledge of such Borrowers, indirectly use the proceeds of the Loans Loans, Letter of Credit or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject at the time such proceeds are made available to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC and with respect to the German Subsidiary Borrower, the Parent Borrower shall ensure that such German Subsidiary Borrower will not directly or, to the Parent Borrower’s knowledge, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject at the time such proceeds are made available to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC; and (iii) no part of the proceeds of any Loan Loan, Letter of Credit or Ancillary Facility will be used, directly or, to the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain CREDIT AGREEMENT, Page 106 any improper advantage, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada).

Patriot Act, OFAC, FCPA. (a) Each of the Parent Borrower and its Subsidiaries is in compliance in all material respects with the Patriot Act. (b) (i) Each of the Parent Borrower and its Subsidiaries is in compliance, in all material respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (ii) none of the Parent Borrower or any of its Subsidiaries nor, to the knowledge of the Borrowers, any director, officer, agent or employee of any of the foregoing is (x) a person on the list of “Specially Designated Nationals and Blocked Persons” or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrowers (other than the German Subsidiary Borrower) will not directly or, to the knowledge of such Borrowers, indirectly use the proceeds of the Loans Loans, Letter of Credit or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject at the time such proceeds are made available to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC and with respect to the German Subsidiary Borrower, the Parent Borrower shall ensure that such German Subsidiary Borrower will not directly or, to the Parent Borrower’s knowledge, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject at the time such proceeds are made available to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC; and (iii) no part of the proceeds of any Loan Loan, Letter of Credit or Ancillary Facility will be used, directly or, to the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada). (c) Notwithstanding the foregoing, each of the representations in clauses (a) and (b) of this Section 3.18 is given by any Subsidiary, or received by any Lender, in each case that is organized in a European Union member state, only if and to the extent that it would not result in a violation of (i) Council Regulation (EC) No 2271/96, as amended, or any implementing law or regulation in any member state of the European Union or the United Kingdom; or (ii) section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)) in connection with sections 4 and 19 para (3) no. 1 (a) of the German Foreign Trade Act, or any other comparable anti-boycott law, regulation or statute that is in force from time to time in Germany. CREDIT AGREEMENT, Page 115

Patriot Act, OFAC, FCPA. (a) Each of the Parent Borrower and its Subsidiaries is in compliance in all material respects with the Patriot Act, and the Parent Borrower has provided to the Administrative Agent (within a reasonable time of the applicable request) all information related to the Parent Borrower and its Subsidiaries (including but not limited to names, addresses and tax identification numbers) reasonably requested by the Administrative Agent and required by the Patriot Act to be obtained by the Administrative Agent or any Lender. (b) (i) Each of the Parent Borrower and its Subsidiaries is in compliance, in all material respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (ii) none of the Parent Borrower or any of its Subsidiaries nor, to the knowledge of the Borrowers, any director, officer, agent or employee of any of the foregoing is (x) a person on the list of “Specially Designated Nationals and Blocked Persons” or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrowers (other than the German Subsidiary Borrower) will not directly or, to the knowledge of such the Borrowers, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC and with respect to the German Subsidiary Borrower, the Parent Borrower shall ensure that such German Subsidiary Borrower will not directly or, to the Parent Borrower’s knowledge, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC; and (iii) no part of the proceeds of any Loan or Ancillary Facility will be used, directly or, to the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada).