(c) Section 12(p) of the Agreement is hereby amended by deleting “$55,000,000” and replacing it with “$75,000,000”.
(d) Section 12(aa) of the Agreement is hereby deleted in its entirety and replaced with “Reserved”.
(e) Section 12(bb) of the Agreement is hereby amended to read in its entirety as follows:
(bb)Anti-Money Laundering. The operations of Seller, Guarantor and each of their Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where Seller, Guarantor or any of their Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Seller, Guarantor or any of their Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of Seller or Guarantor, threatened.
(f) Section 12 of the Agreement is hereby amended by deleting clauses (hh) and (ii) and replacing such clauses with the following:
(hh)Sanctions. Neither Seller nor Guarantor, or any of their Subsidiaries or, to the knowledge of Seller or Guarantor, any director, officer, agent, employee or affiliate of Seller or Guarantor or any of their Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by OFAC, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(ii)Transactions with Sanctioned Persons. Neither Seller nor Guarantor, or any of their Subsidiaries, has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three (3) years, nor does Seller or Guarantor or any of their Subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.
(g) Section 13(h) of the Agreement is hereby amended by inserting the phrase “and their Subsidiaries” after the phrase “each of Seller and Guarantor”.
