Common use of Sanctions Laws and Regulations Clause in Contracts

Sanctions Laws and Regulations. (a) No Loan Party shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable law; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable law, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one of its offices” and (b) adding the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters any Letter of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions applicable lawto the Borrower, its Subsidiaries or the Loans or any Letter of Credit; (ii) in each case in any manner that will result in the violation of any applicable U.S. Sanctions, to fund, finance or facilitate any activities, business or transaction of or with any U.S. Designated Person or in any U.S. Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of any U.S. Sanctions, as such U.S. Sanctions Lists or U.S. Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable U.S. Sanctions by any party to this Agreement, (iv) in each case, except as could not reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to result in any violation of any Sanctions by, or liability to, any Lender, Issuing Lender or the Administrative Agent, to fund, finance or facilitate any activities, business or transaction of or with any Foreign Designated Person or in any Foreign Sanctioned Country, or otherwise in violation of any Foreign Sanctions, as such Foreign Sanctions Lists or Foreign Sanctions are in effect from time to time or (v) in each case, except as could not reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to result in any violation of any Sanctions by, or liability to, any Lender, Issuing Lender or the Administrative Agent, for any purpose which would breach any Anti-Corruption Laws. (b) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) U.S. Designated Persons; or (ii) Foreign Designated Persons, (iii) any Foreign Sanctioned Country or (iv) any U.S. Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Borrower shall, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iiiii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) The Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Subsidiaries will: comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Company will not, and each Loan Party shall (x) ensure that none of will not permit its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates willto, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) in each case in any manner that will result in any Sanctions Violations, to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable law, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to timeCountry; or (iii) in any other manner that will result in the violation of any applicable Sanctions Violations by any party to this AgreementAgreement or (iv) in each case, except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violations by, or liability to, a Lender, an Issuing Bank or the Administrative Agent, for any purpose which would breach Anti-Corruption Laws. (b) No Loan Party shallThe Company will not, and each Loan Party shall (x) ensure that none of will not permit its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates willto, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated PersonsPersons in any manner which would result in a Sanctions Violation; or (ii) any Sanctioned CountryCountry in any manner that would result in a Sanctions Violation, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party shallThe Company will, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iiiii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one of its offices” and (b) adding the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Obligors shall not, and each Loan Party shall (x) ensure that none of its their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans Loans, or Letters of Credit lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000payments to any governmental official or employee, political party, official of a political party, candidate for political office, anyone acting on behalf of a government or department, agency, or instrumentality of a government, any officer or employee of a company or business owned in whole or part by a government, 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 United States Foreign Corrupt Practices Act of 1977 1977, the UK Bribery Act 2010, or other any similar legislation applicable lawto such Persons; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Sanctioned Person or in any Sanctioned Country in violation of applicable law, or otherwise in violation of (except to the extent permissible under the relevant Sanctions, as Anti-Corruption Laws and Anti-Money Laundering Laws applicable to such Sanctions Lists or Sanctions are in effect from time to timePerson); or (iii) in any other manner that will result in the violation of any applicable Sanctions by Sanctions; or (iv) in any party other manner that could reasonably be expected to this Agreementresult in any Person becoming a Sanctioned Person. (b) No Loan Party shallThe Obligors shall not, and each Loan Party shall (x) ensure that none of its their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Countryin violation of Sanctions, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Obligors shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions, Anti-Corruption Laws; Laws and (iii) have appropriate controls and safeguards in place designed Anti-Money Laundering Laws applicable to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth hereinsuch Persons.”. 61. Section 9.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one of its offices” and (b) adding the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”.

Sanctions Laws and Regulations. (a) No Loan Party Borrower shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party Borrower shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party Borrower shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) Each Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Affiliates will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrowers’ execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Borrower shall, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iiiii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) The Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Subsidiaries will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”Transactions.

Sanctions Laws and Regulations. (ai) No Loan Party shallThe Company will not, and each Loan Party shall (x) ensure that none of will not permit its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates willto, directly or indirectly use the proceeds of the Loans or Letters of Credit Notes (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) in each case in any manner that will result in any Sanctions Violations, to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable law, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to timeCountry; or (iii) in any other manner that will result in the violation of any applicable Sanctions Violations by any party to this AgreementAgreement or (iv) in each case, except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violations by, or liability to, any holder of any Notes, for any purpose which would breach Anti-Corruption Laws. (bii) No Loan Party shallThe Company will not, and each Loan Party shall (x) ensure that none of will not permit its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates willto, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated PersonsPersons in any manner which would result in a Sanctions Violation; or (ii) any Sanctioned CountryCountry in any manner that would result in a Sanctions Violation, to pay or repay any amount owing to the Lenders holders of the Notes under this Agreement, in each case in violation of Sanctions or applicable law. (ciii) Each Loan Party shallThe Company will, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iiiii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit Notes from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one of its offices” and (b) adding the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Company and its Subsidiaries and to the knowledge of a Responsible Officer their Affiliates and their respective directors, officers, employees, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable law; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable law, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party shall, and shall (x) ensure that each of agents have conducted their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with Anti-Corruption Lawssuch laws. (b) None of the Company or its Subsidiaries or to the knowledge of a Responsible Officer their Affiliates or their respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection with this Agreement (i) is a Designated Person; and (ii) is a Person that is owned or controlled by a Designated Person; (iii) have appropriate controls and safeguards is located, organized or resident in place designed a Sanctioned Country; or (iv) in each case, except as could not reasonably be expected to prevent result in a Material Adverse Effect or could not reasonably be expected to result in any proceeds Sanctions Violation by, or liability to, a Lender, the Issuing Bank or the Administrative Agent, has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country, or (3) otherwise in violation of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”Sanctions. 61. (k) Section 9.03(b6.01(d) of the Credit Agreement is hereby amended by adding is amended to delete the following sentence at the end thereof: reference to “This Section 9.03(b) shall not apply $100,000,000” appearing therein and to replace such reference with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.“$200,000,000”. 62. (l) Section 9.04(d6.01(f) of the Credit Agreement is hereby amended by deleting is amended to delete the reference to “paragraph (b)(iv)$50,000,000” appearing therein and replacing it to replace such reference with a reference to “paragraph (f)$150,000,000”. 63. (m) Section 9.04(e6.01(j) of the Credit Agreement is hereby amended by (a) adding to delete the phrase “if the Company is not in compliance with the United States Adjusted Covenant Requirement, (x) the aggregate outstanding principal amount of America” immediately after such Indebtedness shall not exceed the phrase “shall maintain at one greater of its offices” (1) $300,000,000 and (b2) adding the amount of such Indebtedness incurred when the Company was in compliance with the Adjusted Covenant Requirement and (y)” appearing therein and to replace such phrase with “(and stated interest)” immediately after x) the phrase “Company and the Commitment ofSubsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, with the covenants contained in Section 6.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if such incurrence of Indebtedness had occurred on the first day of each relevant period for testing such compliance and principal amount(y)”. (n) Section 6.04(f) of the Credit Agreement is restated in its entirety as follows:

Sanctions Laws and Regulations. (a) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its the Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters any Letter of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its the Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Borrower shall, and shall (x) ensure that each of their the Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) The Borrower shall, and shall ensure that each of the Credit Subsidiaries will, comply in all material respects with all foreign and domestic laws, rules and regulations (including the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) now or hereafter applicable to this Agreement, the transactions underlying this Agreement is hereby amended by adding or the following sentence at the end thereof: “This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent lossesBorrower’s execution, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claimdelivery and performance of this Agreement.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one of its offices” and (b) adding the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Bxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions ; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Borrower shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) The Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Affiliates will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Company will not, and each Loan Party shall (x) ensure that none of will not permit its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other or Affiliates willto, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) in each case in any manner that will result in any Sanctions Violations, to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable law, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to timeCountry; or (iii) in any other manner that will result in the violation of any applicable Sanctions Violations by any party to this AgreementAgreement or (iv) in each case, except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violations by, or liability to, a Lender, an Issuing Bank or the Administrative Agent, for any purpose which would breach Anti-Corruption Laws. (b) No Loan Party shallThe Company will not, and each Loan Party shall (x) ensure that none of will not permit its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other or Affiliates willto, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated PersonsPersons in any manner which would result in a Sanctions Violation; or (ii) any Sanctioned CountryCountry in any manner that would result in a Sanctions Violation, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party shallThe Company will, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iiiii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. (q) Section 9.03(b) 9.13 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “restated in the United States of America” immediately after the phrase “shall maintain at one of its offices” and (b) adding the phrase “(and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”.entirety as follows:

Sanctions Laws and Regulations. (a) No Loan Party shall8.2.15.1. The Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit Term Loan (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shall8.2.15.2. The Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party 8.2.15.3. The Borrower shall, and shall (x) ensure that each all of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws, except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit the Term Loan from being used contrary to the representations and undertakings set forth herein.”. 618.2.15.4. Section 9.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) The Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Subsidiaries will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly indirectly, use the proceeds of the Loans or Letters of any Credit Event (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawany Anti-Corruption Laws; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Borrower shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates affiliated companies will (i) conduct its business in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) The Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Affiliates will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party Borrower shall, and each Loan Party Borrower shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party Borrower shall, and each Loan Party Borrower shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party Borrower shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) Each Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Affiliates will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrowers’ execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party Borrower shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party Borrower shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party Borrower shall, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) Each Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Subsidiaries will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or such Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party Borrower shall, and each Loan Party Borrower shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable law; legislation in other jurisdictions, (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; time or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party Borrower shall, and each Loan Party Borrower shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; Persons or (ii) any Sanctioned Country, Country to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party Borrower shall, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; , (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; Laws and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any the Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) Each Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Subsidiaries will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the USA PATRIOT Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or such Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.

Sanctions Laws and Regulations. (a) No Loan Party Borrower shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party Borrower shall, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party Borrower shall, and shall (x) ensure that each of their its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.” (d) Each Borrower shall, and shall ensure that each of its Subsidiaries will, comply in all material respects with all foreign and domestic laws, rules and regulations (including the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) now or hereafter applicable to this Agreement, the transactions underlying this Agreement or such Borrower’s execution, delivery and performance of this Agreement. 61. (o) Section 9.03(b9.01(ii) of the Credit Agreement is hereby amended by adding to delete the following sentence at the end thereof: reference to “This Section 9.03(b) shall not apply 000 Xxxxxx Xxxx, Xxxxxx XX00 0XX” and replace it with respect to Taxes other than any Taxes that represent losses“00 Xxxx Xxxxxx, claimsXxxxxx Xxxxx, damages, penalties, liabilities or related expenses arising from any non-Tax claim.Xxxxxx X00 0XX”. 62. (p) Section 9.04(d) 9.14 of the Credit Agreement is hereby amended by deleting to (i) delete the reference to phrase “paragraph USA Patriot Act (b)(ivTitle III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Act”)” appearing therein and replacing it to replace such phrase with a reference to “paragraph Patriot Act” and (f)”ii) insert the word “Patriot” immediately preceding each instance of the word “Act” appearing therein. 63. Section 9.04(e(q) Article X of the Credit Agreement is amended to add the following as a new clause (i) thereof: (i) The US Borrower hereby amended absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each other Loan Party to honor all of its offices” and obligations under this Section 10.01 or the Guaranty, as applicable, in respect of Specified Swap Obligations (b) adding provided, however, that the phrase “(and stated interest)” immediately after US Borrower shall only be liable under this paragraph for the phrase “and the Commitment ofmaximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Section 10.01 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and principal not for any greater amount”). The US Borrower intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (r) Schedule 2.02 to the Credit Agreement is deleted in its entirety.

Sanctions Laws and Regulations. (a) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, directly or indirectly use the proceeds of the Loans or Letters of Credit (i) for any purpose which would breach the U.K. Xxxxxxx Xxx 0000, the United States Foreign Corrupt Practices Act of 1977 or other similar applicable lawlegislation in other jurisdictions; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country in violation of applicable lawCountry, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time; or (iii) in any other manner that will result in the violation of any applicable Sanctions by any party to this Agreement. (b) No Loan Party shallThe Borrower shall not, and each Loan Party shall (x) ensure that none of its Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that none of its other Affiliates will, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons; or (ii) any Sanctioned Country, to pay or repay any amount owing to the Lenders under this Agreement, in each case in violation of Sanctions or applicable law. (c) Each Loan Party The Borrower shall, and shall (x) ensure that each of their Subsidiaries will, and (y) use its commercially reasonable efforts to ensure that each of their other Affiliates affiliated companies will (i) conduct its business in compliance with Anti-Corruption Laws; (ii) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (iii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans or Letters of Credit from being used contrary to the representations and undertakings set forth herein.”. 61. Section 9.03(b(d) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “This Section 9.03(b) The Borrower shall, and shall not apply with respect to Taxes other than any Taxes ensure that represent losses, claims, damages, penalties, liabilities or related expenses arising from any non-Tax claim.”. 62. Section 9.04(d) of the Credit Agreement is hereby amended by deleting the reference to “paragraph (b)(iv)” and replacing it with a reference to “paragraph (f)”. 63. Section 9.04(e) of the Credit Agreement is hereby amended by (a) adding the phrase “in the United States of America” immediately after the phrase “shall maintain at one each of its offices” Affiliates will, comply in all material respects with all foreign and domestic laws, rules and regulations (bincluding the Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) adding now or hereafter applicable to this Agreement, the phrase “(transactions underlying this Agreement or the Borrower’s execution, delivery and stated interest)” immediately after the phrase “and the Commitment of, and principal amount”performance of this Agreement.