whether the Agents have been advised of the likelihood of such loss or damage and
regardless of the form of action.
10.16In acting hereunder and in connection with the Bonds, the Agents shall not be liable for the
legality, validity or enforceability of any Bond issued in compliance with this Agreement.
10.17The Issuer hereby represents and warrants to each of the Agents that, except, in respect of
limbs 10.17.2 and 10.17.3, in respect of certain matters either already in the public domain
or otherwise not material for disclosure to potential investors in the Bonds and disclosed in
a letter from Philipp von Hugo dated 28 August 2025, none of the Issuer, nor any of its
Subsidiaries, nor any director, officer or, to the knowledge of the Issuer, agent, employee, or
Affiliate (other than any Subsidiary of the Issuer) of the Issuer is an individual or entity
("Person"):
10.17.1with whom dealings are restricted or prohibited by, or are sanctionable under, any
economic sanctions or trade restrictions administered or enforced by the U.S.
government (including, without limitation, those administered or enforced by the U.S.
Department of Treasury's Office of Foreign Assets Control, the U.S. Department of
Commerce, or the U.S. Department of State), the United Nations Security Council,
the European Union, His Majesty's Treasury, The Netherlands, or any other authority
with jurisdiction over the Issuer or any of its Subsidiaries (collectively, "Sanctions",
and each such Person, a "Sanctioned Person"); or
10.17.2located, organized, operating or resident in a country or territory that is the subject
of Sanctions (currently the Crimea region, Cuba, Iran, North Korea, Sudan, and
Syria) (each, a "Sanctioned Country"), save as disclosed in "Item 8. Financial
Information—Disclosure pursuant to Section 219 of the Iran Threat Reduction &
Syria Human Rights Act (ITRA)" of the 2024 20-F; or
10.17.3owned or controlled by, or acting on behalf of, a Person identified in 10.17.1 or
10.17.2;
and to the knowledge of the Issuer, the Issuer, its Subsidiaries and its directors,
officers, agents, employees and Affiliates (other than Subsidiaries) are currently in
compliance with, and at all times within the past five years have been in compliance
with, and have not engaged nor plan to engage in any conduct sanctionable under,
any applicable Sanctions laws, and there are not now, nor have there been within
the past five years, any formal or informal proceedings, allegations, investigations,
or inquiries pending, expected or, to the knowledge of the Issuer, threatened against
the Issuer, its Subsidiaries, or the directors and officers of the Issuer and its
Subsidiaries, or, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries),
or, to the knowledge of the Issuer, any of the employees of the Issuer, its Subsidiaries
or other Affiliates concerning violations or potential violations of, or conduct
sanctionable under, any Sanctions and the Issuer, its Subsidiaries and, to the
knowledge of the Issuer, its Affiliates (other than Subsidiaries) have instituted and
maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance with Sanctions; any provision
of this Clause 10.17 shall not apply if and to the extent it is illegal, invalid or
unenforceable as a result of any applicable Blocking Regulation or German law
(including section 7 of the Foreign Trade and Payments Ordinance,
Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity
and enforceability of this Clause 10.17shall not otherwise be affected;
for purposes of this Agreement, "Blocking Regulation" means any provision of Council
Regulation (EC) No 2271/1996 of 22 November 1996, as amended (or any law or regulation