Common use of Sanctions; Anti-Corruption Clause in Contracts

Sanctions; Anti-Corruption. None of the Borrower, the Co- Borrower, any of their Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, is an individual or entity ("person") that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including Crimea, Cuba, Iran, North Korea and Syria). The Borrower, the Co-Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiaries, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, 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 subject 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 Secured Loans). In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.

Sanctions; Anti-Corruption. None of the Borrower, the Co- Borrower, any of their its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their its Subsidiaries, is an individual or entity ("“person"”) that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State (collectively, "“Sanctions"”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including Crimea, Cuba, Iran, North Korea and Syria). The Borrower, the Co-Borrower, their its Subsidiaries and their respective its directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiaries, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, the Co-Borrower, their its Subsidiaries, and their respective its directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, 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 subject 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 Secured Loans). In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "“Restricted Lender"”), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.

Sanctions; Anti-Corruption. (a) None of the Borrower, the Co- Borrower, any of their its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, its Subsidiaries is an individual or entity ("“person"”) that is, or is owned 50% or more, individually or in the aggregate, or controlled by persons that are: (i) the subject target of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, "“Sanctions"”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Sanctions. (including Crimea, Cuba, Iran, North Korea and Syria). The b) Borrower, its Subsidiaries and, to the Co-knowledge of Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiariesagents, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and . (c) Neither the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by advance of the Borrower, Loans nor the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use of the proceeds of any thereof will violate the Secured LoansTrading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or lendthe FCPA. Furthermore, contribute none of the Borrowers or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, their Affiliates (i) is or will become a “blocked person” as described in furtherance of an offerany Executive Order, payment, promise to pay, the Trading With the Enemy Act 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, by OFAC or (ii) (A) to fund engages or will engage in any activities dealings or business of transactions, or be otherwise associated, with any Person, such “blocked person” or in any country or territory, that, at the time manner violative of any such funding, is, or whose government is, the subject 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 Secured Loans). In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been madeorder.

Sanctions; Anti-Corruption. (a) None of the Borrower, the Co- Borrower, any of their its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, its Subsidiaries is an individual or entity ("“person"”) that is, or is owned 50% or more, individually or in the aggregate, or controlled by persons that are: (i) the subject target of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, "“Sanctions"”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Sanctions. (including Crimea, Cuba, Iran, North Korea and Syria). The b) Borrower, its Subsidiaries and, to the Co-knowledge of Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiariesagents, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and . (c) Neither the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by advance of the Borrower, Loans nor the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use of the proceeds of any thereof will violate the Secured LoansTrading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or lendthe FCPA. Furthermore, contribute none of the Borrowers or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, their Affiliates (i) in furtherance of an offer, payment, promise to pay, is 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 will become a “blocked person” as described in any country or territory, that, at the time of such funding, is, or whose government isExecutive Order, the subject of Sanctions, Trading With the Enemy Act or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Secured Loans). In relation to each Lender that notifies the Loan Agent to this effect OFAC or Columbia – Second Amended and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Restated Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.Agreement

Sanctions; Anti-Corruption. None of the Borrower, the Co- Co-Borrower, any of their Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, is an individual or entity ("person") that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including Crimea, Cuba, Iran, North Korea and Syria). The Borrower, the Co-Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiaries, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use the proceeds of the Secured Loans, 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 subject 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 Secured Loans). In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result BUSINESS.31973028.4 in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.

Sanctions; Anti-Corruption. (a) None of the Borrower, the Co- Borrower, any of their its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, its Subsidiaries is an individual or entity ("“person"”) that is, or is owned 50% or more, individually or in the aggregate, or controlled by persons that are: (i) the subject target of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, "“Sanctions"”), ; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Sanctioned Country. (including Crimea, Cuba, Iran, North Korea and Syria). The b) Borrower, its Subsidiaries and, to the Co-knowledge of Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiariesagents, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and . (c) Neither the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by advance of the Borrower, Loans or issuance of Letters of Credit nor the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use of the proceeds of any thereof will violate the Secured LoansTrading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or lendthe FCPA. Furthermore, contribute none of the Borrowers or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, their Affiliates (i) is or will become a “blocked person” as described in furtherance of an offerany Executive Order, payment, promise to pay, the Trading With the Enemy Act 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, by OFAC or (ii) (A) to fund engages or will engage in any activities dealings or business of transactions, or be otherwise associated, with any Person, such “blocked person” or in any country or territory, that, at the time manner violative of any such funding, is, or whose government is, the subject 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 Secured Loans). In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been madeorder.

Sanctions; Anti-Corruption. None of the Borrower, the Co- Borrower, Borrower any of their Subsidiaries its subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiariesits subsidiaries, is an individual or entity ("“person"”) that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State (collectively, "“Sanctions"”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including Crimea, Cuba, Iran, North Korea and Syria). The Borrower, the Co-Borrower, their Subsidiaries its subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiariessubsidiaries, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their Subsidiaries its subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, the Co-Borrower, their Subsidiariesits subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use the proceeds of the Secured Class A-L Loans, 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 subject 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 Secured Class A-L Loans). In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.

Sanctions; Anti-Corruption. (a) None of the Borrower, the Co- Borrower, any of their its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, its Subsidiaries is an individual or entity ("“person"”) that is, or is owned 50% or more, individually or in the aggregate, or controlled by persons that are: (i) the subject target of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, "“Sanctions"”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Sanctions. (including Crimea, Cuba, Iran, North Korea and Syria). The b) Borrower, its Subsidiaries and, to the Co-knowledge of Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiariesagents, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and . (c) Neither the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by advance of the Borrower, Loans nor the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use of the proceeds of any thereof will violate the Secured LoansTrading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the "Trading With the Enemy Act") or lendthe FCPA. Furthermore, contribute none of the Borrowers or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, their Affiliates (i) is or will become a "blocked person" as described in furtherance of an offerany Executive Order, payment, promise to pay, the Trading With the Enemy Act 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, by OFAC or (ii) (A) to fund engages or will engage in any activities dealings or business of transactions, or be otherwise associated, with any Person, such "blocked person" or in any country or territory, that, at manner violative of any such order.” (e) Section 4.20 of the time of such funding, is, or whose government is, the subject of Sanctions, or (B) Credit Agreement is hereby amended and restated in any other manner that would result in a violation of Sanctions by any Person (including any Person participating its entirety to read as follows: “The information included in the Secured Loans). In relation Beneficial Ownership Certification most recently provided to each Lender that notifies the Loan Administrative Agent to this effect is true and State Street Bank International GmbH correct in all respects.” (each a "Restricted Lender"), each representation, warranty and undertaking in f) Section 6.3(iv) of the Credit Documents shall only apply for the benefit of that Restricted Lender Agreement is hereby amended and restated in its entirety to the extent that such representation, warranty or, read as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.follows:

Sanctions; Anti-Corruption. (a) None of the Borrower, the Co- Borrower, any of their its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Borrower or the Co-Borrower, or any of their Subsidiaries, its Subsidiaries is an individual or entity ("“person"”) that is, or is owned 50% or more, individually or in the aggregate, or controlled by persons that are: (i) the subject target of any sanctions administered or enforced by the U.S. Department of the Treasury's ’s Office of Foreign Assets Control ("“OFAC"”), the U.S. Department of State State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, "“Sanctions"”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions Sanctions. (including Crimea, Cuba, Iran, North Korea and Syria). The b) Borrower, its Subsidiaries and, to the Co-knowledge of Borrower, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the Borrower and the Co-Borrower and its Subsidiariesagents, are in compliance with all applicable 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. The Borrower, the Co-Borrower and their its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws. The Borrower and . (c) Neither the Co-Borrower will maintain in effect policies and procedures designed to promote compliance by advance of the Borrower, Loans nor the Co-Borrower, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. The Borrower and the Co-Borrower will not, directly or indirectly, use of the proceeds of any thereof will violate the Secured LoansTrading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or lendthe FCPA. Furthermore, contribute none of the Borrowers or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, their Affiliates (i) is or will become a “blocked person” as described in furtherance of an offerany Executive Order, payment, promise to pay, the Trading With the Enemy Act 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, by OFAC or (ii) (A) to fund engages or will engage in any activities dealings or business of transactions, or be otherwise associated, with any Person, such “blocked person” or in any country or territory, that, at the time manner violative of any such funding, is, or whose government is, the subject 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 Secured Loans)order. In relation to each Lender that notifies the Loan Agent to this effect and State Street Bank International GmbH (each a "Restricted Lender"), each representation, warranty and undertaking in the Credit Documents shall only apply for the benefit of that Restricted Lender to the extent that such representation, warranty or, as the case may be, undertaking would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (ii) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz)) or a similar anti-boycott statute. In connection with any amendment, waiver, determination or direction relating to any representation, warranty or undertaking in respect of which a Restricted Lender does not have the benefit, the Secured Loans of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Lenders has been obtained or whether the determination or direction by the Lenders has been made.SECOND AMENDED AND RESTATED CREDIT AGREEMENT71