Common use of Anti-Corruption Laws and Sanctions Clause in Contracts

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has Policies and procedures have been implemented and maintains in effect policies and procedures maintained by or on behalf of each of the Seller Parties that are designed to ensure, in its reasonable judgment, achieve compliance by the Borrower, its Subsidiaries Seller Parties and their respective Subsidiaries, directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each of the BorrowerSeller Parties, its their respective Subsidiaries and their respective officers and employees and, to the Borrower’s knowledge, knowledge of each of the foregoing’s Seller Parties, their respective officers, employees, directors and agents (acting in each caseany capacity in connection with or directly benefitting from the facility established hereby, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged Sanctions, in any activity that would reasonably be expected to result each case in Borrower being designated as a Sanctioned Personall material respects. None of (ai) the Borrower, Seller Parties or any Subsidiary of their respective Subsidiaries or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the BorrowerSeller Parties, as applicable, any agent of the Borrower their respective directors, officers, employees, or any Subsidiary (in their capacities as such) agents that will act in any capacity in connection with or directly benefit from the credit facility established hereby, is a Sanctioned Person, and (ii) the Seller Parties nor any of their respective Subsidiaries is organized or resident in a Sanctioned Country. No borrowing Asset Interests purchased hereunder, amounts paid by the Purchasers and/or the Liquidity Banks hereunder to the Seller, or Letter of Credit, use of proceeds or other transaction contemplated thereof by this Agreement Seller in any manner, will violate any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower Company and each of its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, reasonably ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the BorrowerCompany, its Subsidiaries and, to the Borrower’s knowledge, each knowledge of the foregoing’s respective officersCompany and its Subsidiaries, employees, directors and agents (in each case, in their respective capacities as such) are in compliance directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and none of the Company, its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, their respective officers, employees and directors, are in violation of any Anti-Corruption Laws and Sanctions in any material respect and are not knowingly engaged in any activity that would reasonably be expected to result in any Borrower being designated as a Sanctioned Person. None of (a) the BorrowerCompany, any Subsidiary or, to the Borrower’s knowledgeknowledge of the Company or any Subsidiary, any of the foregoing’s their respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the BorrowerCompany or any Subsidiary, any agent of the Borrower Company or any Subsidiary (in their capacities as such) that will act on its behalf in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder Borrowing or Letter of Credit, use of proceeds proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries Subsidiaries, its Affiliates and their respective directors, officers, employees employees, agents and agents advisors (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors directors, agents, advisors and agents Affiliates (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the Borrower, any agent or advisor of the Borrower or any Subsidiary (in their capacities as such) or Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credithereunder, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The (a) Borrower has implemented will not request any Credit Extension, and maintains Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Credit Extension (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 any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (b) Borrower will maintain in effect and enforce policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions. (c) Promptly following any request therefor, Borrower will deliver to Administrative Agent, for distribution to any Lender so requesting, all information and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each documentation reasonably requested by Administrative Agent or any Lender for purposes of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Antiapplicable “know your customer” and anti-Corruption Laws money-laundering rules and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) regulations, including, without limitation, the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable SanctionsBeneficial Ownership Regulation.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, and to the Borrower’s knowledge, each knowledge of the foregoing’s Borrower, their respective officers, employees, officers and employees and its directors and agents (in each caseagents, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Personall material respects. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledgeknowledge of the Borrower or such Subsidiary, any of the foregoing’s their respective directors, officers officers, affiliates or employees (in their capacities as such)employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. This Section 4.01(k) applies with respect to directors, officers, employees or agents of the Borrower or one of its Subsidiaries in their capacity as such.

Anti-Corruption Laws and Sanctions. The Borrower has Policies and procedures have been implemented and maintains in effect policies and procedures maintained by or on behalf of Seller that are designed to ensure, in its reasonable judgment, achieve compliance by the Borrower, Seller and its Subsidiaries and their respective (if any), directors, managers, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and the Borroweractivities, and Seller, its Subsidiaries (if any) and their respective directors, managers, officers and employees and, to the Borrower’s knowledgeknowledge of Seller, each of the foregoing’s its respective directors, managers, officers, employees, directors employees and agents (acting in each caseany capacity in connection with or directly benefitting from the receivables purchase facility established hereby, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged Sanctions, in each case in all material respects. Seller is not, nor is any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of its Subsidiaries (aif any) the Borrower, any Subsidiary or, to the Borrower’s knowledgeknowledge of Seller, any of the foregoing’s their respective directors, officers or employees (in their capacities as such)managers, officers, employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) agents that will act in any capacity in connection with or directly benefit from the credit receivables purchase facility established hereby, is a Sanctioned Person, and Seller is not, nor is any of its Subsidiaries, organized or resident in a Sanctioned Country. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated of any Purchase by this Agreement Seller in any manner will violate any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, and their respective officers and employees and to the Borrower’s knowledge, each knowledge of any Responsible Officer of the foregoing’s respective officers, employees, Borrower or any Subsidiary (or any other officer of the Borrower or any Subsidiary charged with monitoring or promoting compliance with Sanctions and Anti-Corruption Laws) its directors and agents (in each caseagents, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Personall material respects. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledgeknowledge of any Responsible Officer of the Borrower or such Subsidiary (or any other officer of the Borrower or such Subsidiary charged with monitoring or promoting compliance with Sanctions and Anti-Corruption Laws), any of the foregoing’s their respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) to the extent that such agent will act in any capacity in connection with or benefit from the credit facility established hereby), is a Sanctioned Person. No borrowing hereunder or Letter of CreditLoan, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower Company has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by the BorrowerCompany, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the BorrowerCompany, its Subsidiaries and, to the Borrower’s knowledge, each knowledge of the foregoing’s Company, their respective officers, employees, directors and agents (other than with respect to matters publicly disclosed in each casethe Company’s filings with the SEC prior to the Effective Date) agents, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are in all material respects and, in the case of any Foreign Subsidiary Borrower, is not knowingly engaged in any activity that would could reasonably be expected to result in such Borrower being designated as a Sanctioned Person. None of (a) the BorrowerCompany, any Subsidiary or, or to the Borrower’s knowledge, knowledge of the Company or such Subsidiary any of the foregoing’s their respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the BorrowerCompany, any agent of the Borrower Company or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility facilities established hereby, is a Sanctioned Person. No borrowing hereunder Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement Transactions will violate any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has Policies and procedures have been implemented and maintains in effect policies maintained by or on behalf of the Servicer and procedures its Subsidiaries that are designed to ensure, in its reasonable judgment, achieve compliance by the BorrowerServicer and its Subsidiaries, its Subsidiaries and their respective directors, managers, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and the BorrowerServicer, its Subsidiaries and their respective directors, managers, officers and employees and, to the Borrower’s knowledge, each knowledge of the foregoing’s Servicer, its respective directors, managers, officers, employees, directors employees and agents (acting in each caseany capacity in connection with or directly benefitting from the receivables purchase facility established hereby, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged Sanctions, in each case in all material respects. The Servicer is not, nor is any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary its Subsidiaries or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the BorrowerServicer, any agent of the Borrower their respective directors, managers, officers, employees or any Subsidiary (in their capacities as such) agents that will act in any capacity in connection with or directly benefit from the credit receivables purchase facility established hereby, is a Sanctioned Person, and the Servicer is not, nor is any of its Subsidiaries, organized or resident in a Sanctioned Country. No borrowing hereunder or Letter of Credit, use of proceeds of any Purchase by the Servicer or other transaction contemplated by this Agreement any of its Subsidiaries in any manner will violate any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Each of the Company, the Borrower and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by the Company, the Borrower, its their respective Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Company, the Borrower, its their respective Subsidiaries and, and their respective officers and employees and to the Borrower’s knowledge, each knowledge of the foregoing’s respective officers, employees, Company or the Borrower its directors and agents (in each caseagents, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company, the Borrower or any of their respective Subsidiaries being designated as a Sanctioned Person. None of (a) the Company, the Borrower, any Subsidiary or, to the knowledge of the Company or the Borrower’s knowledge, any of the foregoing’s their respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the Company, the Borrower, any agent of the Company or the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility facilities established hereby, is a Sanctioned Person. No borrowing hereunder Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.. NEWYORK 9337890

Anti-Corruption Laws and Sanctions. The Borrower has Policies and procedures have been implemented and maintains in effect policies and procedures maintained by or on behalf of each of the Transaction Parties that are designed to ensure, in its reasonable judgment, achieve compliance by the Borrower, its Subsidiaries Transaction Parties and their respective Subsidiaries, directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each of the BorrowerTransaction Parties, its their respective Subsidiaries and their respective officers and employees and, to the Borrower’s knowledge, knowledge of each of the foregoing’s Transaction Parties, its respective officers, employees, directors and agents (acting in each caseany capacity in connection with or directly benefitting from the purchases contemplated established hereby, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged Sanctions, in any activity that would reasonably be expected to result each case in Borrower being designated as a Sanctioned Personall material respects. None of (a) the Borrower, Transaction Parties or any Subsidiary of their respective Subsidiaries or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the BorrowerTransaction Parties, as applicable, any agent of the Borrower their respective directors, officers, employees, or any Subsidiary (in their capacities as such) agents that will act in any capacity in connection with or directly benefit from the credit facility established hereby, is a Sanctioned Person, and (b) the Transaction Parties nor any of their respective Subsidiaries is organized or resident in a Sanctioned Country. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated of the Sale Price of any Transferred Receivables by this Agreement any Transaction Party will in any manner violate any Anti-Corruption Law Laws or applicable Sanctions.”.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.. CONDITIONS PRECEDENT Section 5.1 [Reserved]. NEWYORK 9337361

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed intended to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their respective capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s and their respective officers, employees, directors officers and agents employees (in each case, in their respective capacities as such) and to the knowledge of the Borrower its directors and agents (in their respective capacities as such), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, and are not knowingly engaged in any activity that would reasonably be expected to result in any such Subsidiary Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledgeknowledge of the Borrower or such Subsidiary, any of the foregoing’s their respective directors, officers or employees (in their respective capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities such Person’s capacity as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is (i) a Sanctioned PersonPerson as described in clause (a) of the definition thereof (or a Person owned or controlled by any Person described in such clause (a)), or (ii) a Sanctioned Person as described in clause (b) of the definition thereof in violation in any material respect of Sanctions. No borrowing hereunder Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. (a) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, and their respective officers and employees and to the Borrower’s knowledge, each knowledge of the foregoing’s respective officers, employees, Borrower its directors and agents (in each caseagents, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Personall material respects. None of (ax) the Borrower, any Subsidiary or, or to the Borrower’s knowledge, knowledge of the Borrower or such Subsidiary any of the foregoing’s their respective directors, officers or employees (in their capacities as such)employees, or (by) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder . (b) Neither the Borrower nor any of its Subsidiaries will, directly or Letter of Creditindirectly, use the proceeds of proceeds or other transaction contemplated any Borrowing in a manner not permitted by this Agreement will violate any Anti-Corruption Law or applicable SanctionsSection 6.04.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credithereunder, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. As of the Restatement Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Anti-Corruption Laws and Sanctions. (a) The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees employees, agents, advisors and agents (in their capacities as such) Affiliates with applicable Anti-Corruption Laws and applicable Sanctions. (b) The Borrower, its Subsidiaries, their respective officers and employees and, to the knowledge of the Borrower, its Subsidiaries anddirectors, to the Borrower’s knowledgeagents, each of the foregoing’s respective officers, employees, directors advisors and agents (in each case, in their respective capacities as such) Affiliates are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower any Credit Party being designated as a Sanctioned Person. . (c) None of (ax) the Borrower, Borrower or any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such)Subsidiary, or (by) to the knowledge of the BorrowerBorrower or any Subsidiary, any of their respective officers, employees or directors or any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder The Borrower will not directly or, to its knowledge, indirectly use the proceeds from the Loans or Letter of Creditlend, use of contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other transaction contemplated by this Agreement will violate Person, for the purpose of financing the activities of any Anti-Corruption Law or Person currently subject to any applicable Sanctions in violation of Sanctions.

Anti-Corruption Laws and Sanctions. (a) The Borrower is in compliance in all material respects with applicable (i) anti-money laundering and counter-terrorist financing laws and regulations and (ii) provisions of the Patriot Act. (b) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure, promote compliance in its reasonable judgment, compliance all material respects by the Borrower, Borrower and its Subsidiaries and their respective directors, officersofficers and employees with the FCPA, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, Borrower and its Subsidiaries directors and officers and, to the Borrower’s knowledge, each knowledge of the foregoing’s respective officersBorrower, employees, directors its employees and agents (in each case, in their respective capacities as such) are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. . (c) None of (ai) the Borrower or any of its directors or officers, or (ii) to the knowledge of the Borrower, any Subsidiary or, to employee of the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (biii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit. (d) The Borrower will not directly or, to its knowledge, indirectly, use the proceeds of proceeds or other transaction contemplated by this Agreement will violate the Loans (i) in violation of applicable Sanctions, (ii) in violation of any Anti-Corruption Law Laws or applicable Sanctions(iii) in violation of any anti-terrorism, anti-corruption or anti-money laundering laws.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries Subsidiaries, its Affiliates and their respective directors, officers, employees employees, agents and agents advisors (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors directors, agents, advisors and agents Affiliates (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the Borrower, any agent or advisors of the Borrower or any Subsidiary (in their capacities as such) or Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.. NEWYORK 9337884

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure, in its reasonable judgment, promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacities as suchwhen acting for the Borrower or any of its Subsidiaries) with Anti-Corruption Laws and applicable Sanctions, and the . The Borrower, its Subsidiaries and their respective directors and, to the Borrower’s knowledge, each knowledge of the foregoing’s Borrower and its Subsidiaries, their respective officers, employees, directors employees and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledgeknowledge of the Borrower or such Subsidiary, any of the foregoing’s their respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, hereby is a Sanctioned Person. No borrowing hereunder or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.Sanctioned

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, officers or employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries andand their respective directors and officers, and to the Borrower’s knowledge, each knowledge of the foregoing’s Borrower, their respective officers, employees, directors employees and agents (in each case, in their respective capacities as suchto the extent acting on behalf of the Borrower or its Subsidiaries) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Personall material respects. None of (a) the Borrower, any Subsidiary orSubsidiary, or to the knowledge of the Borrower’s knowledge, any of the foregoing’s their respective directors, officers or employees (in their capacities as such)employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Letter of CreditLoan, use of proceeds or other transaction by the Borrower, its Subsidiaries, or their respective directors and officers, and to the knowledge of the Borrower, their respective employees and agents (to the extent acting on behalf of the Borrower or its Subsidiaries), as contemplated by this Agreement will violate any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies standards and procedures designed to ensure, in its reasonable judgment, ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, officers and employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the Borrower’s knowledge, each knowledge of the foregoing’s respective officersBorrower, employeesits directors, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Personall material respects. None of (a) the Borrower, any Subsidiary of its Subsidiaries or, to the knowledge of the Borrower’s knowledge, any of the foregoing’s their respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary (in their capacities as such) of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder Borrowing or Letter of Credit, use of proceeds thereof or other transaction contemplated by this Agreement will violate result in a violation by the Borrower or any of its Subsidiaries (assuming, for purposes of this sentence, that each of the Borrower’s Subsidiaries is required to comply with all Sanctions as such term is defined herein) of any Anti-Corruption Law Laws or applicable Sanctions.

Anti-Corruption Laws and Sanctions. The Borrower Each of the Borrowers and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure, in its reasonable judgment, ensure compliance by each of the BorrowerBorrowers, its their respective Subsidiaries and their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s Borrowers, their respective Subsidiaries, and to the knowledge of the Borrowers, their respective officers, employees, directors and agents (in each caseagents, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Borrower being designated as a Sanctioned Person. None of (a) the Borrower, Borrowers or any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such), or (b) to the knowledge of any of the BorrowerBorrowers, any director, officer, employee or agent of the any Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No borrowing hereunder or Revolving Loan, Swingline Loan, Letter of Credit, Loan under any Incremental Facility, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable SanctionsLaws.

Anti-Corruption Laws and Sanctions. The None of (i) Borrower has implemented and maintains in effect policies and procedures designed or, to ensure, in its reasonable judgment, compliance by the knowledge of Borrower, its Subsidiaries and any of their respective directors, officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the Borrower’s knowledge, each of the foregoing’s respective officers, employees, directors and agents (in each case, in their respective capacities as such) are in compliance with Anti-Corruption Laws and applicable Sanctions and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or, to the Borrower’s knowledge, any of the foregoing’s respective directors, officers or employees (in their capacities as such)affiliates, or (bii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary (in their capacities as such) that will act in any capacity in connection with or benefit from the credit facility established herebyLoans, (A) is a Sanctioned Person. No borrowing hereunder Person or Letter currently the subject or target of Creditany Sanctions, use (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Laws, or (e) has violated any Anti-Money Laundering Law in any material respect. Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by Borrower and its directors, officers, employees, agents and Affiliates, and representatives of the Borrower that will act in any capacity in connection with or benefit from this Agreement, with the Anti-Corruption Laws and applicable Sanctions, provided, however, that with respect to Property Managers that are not Affiliates of Borrower, Borrower’s obligations hereunder shall be limited to enforcing existing provisions in the Property Management Agreements. Borrower, and to the knowledge of Borrower, each director, officer, employee, agent and Affiliate of Borrower, is in compliance with the Anti-Corruption Laws in all material respects.