Common use of Anti-Money Laundering/International Trade Law Compliance Clause in Contracts

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.

Anti-Money Laundering/International Trade Law Compliance. The Borrower represents, warrants and covenants to the Bank, as of the date hereof, the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification of the Facility, and agrees that at all times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) none of the Borrower or any of its Subsidiaries will become no Covered Entity (i) is a Sanctioned Person, ; (bii) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have has any of its assets in a Sanctioned Country Jurisdiction or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, Person; or (iiiii) do does business in or with, or derive derives any of its operating income from investments in or transactions with, any Sanctioned Country Jurisdiction or Sanctioned Person in violation Person; (b) the proceeds of the Facility will not be used to fund any Anti-Terrorism Lawoperations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person; (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will Facility are not be derived from any unlawful activity activity; (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the Borrower or its SubsidiariesUnited States, including but not limited to any Anti-Terrorism Laws; and (fe) the no Collateral is or will become Embargoed Property. The Borrower covenants and agrees that (a) it shall promptly immediately notify the Administrative Agent Bank in writing upon the occurrence of a Reportable Compliance Event; and (b) if, at any time, any Collateral becomes Embargoed Property, in addition to all other rights and remedies available to the Bank, upon request by the Bank, the Borrower shall provide substitute Collateral acceptable to the Bank that is not Embargoed Property.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in immediately notify each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent Credit Party in writing upon the occurrence of a Reportable Compliance Event; (ii) if, at any time, any Receivable or Related Right becomes Embargoed Property, then, in addition to all other rights and remedies available to any Credit Party, upon request by any Credit Party, it shall provide substitute Receivables and Related Rights acceptable to the Administrator that is not Embargoed Property; (iii) it shall, and shall require each other Covered Entity to, conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to ensure compliance with such laws; (iv) it and its Subsidiaries will not: (A) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers, or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (B) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction in violation of sanctions, including any use of the proceeds of the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction in violation of sanctions; (C) pay or repay any obligations with Embargoed Property or funds derived from any unlawful activity; (D) permit any Receivables or Related Rights to become Embargoed Property; or (E) cause any Credit Party to violate any Anti-Terrorism Law; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants represents and agrees warrants that (a) none of the Borrower or any of its Subsidiaries will become is a Sanctioned Person, (b) to the knowledge of the Borrower, no director, officer, or employee of the Borrower or any of its Subsidiaries, or any agent of the Borrower or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, (i) is a person whose name appears on the list of Specially Designated Nationals and Sanctioned Persons published by OFAC or is otherwise is a Sanctioned Person or (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering or “specified unlawful activities” under 18 U.S.C. §1956, (c) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such SubsidiaryBorrower, through any third party, will (i) have has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, ; or (ii) do does business in or with, or derive derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (cd) it shall maintain the Borrower has implemented and maintains in effect policies and procedures intended designed to ensure achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, and (de) each of the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (and agents, are in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, compliance with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations . The representations and warranties under this Section 5.12 will not be derived from made by any unlawful activity Foreign Subsidiary if and to the extent that the expression of, or compliance with, these representations and warranties would result in a breach of, violate, conflict with or expose such entity or any director, officer or employee thereof to any liability under EU Regulation (EC) 2271/96 (or any associated implementing law or regulation in any member state of the Borrower European Union) or its Subsidiariessection 7 of the German Foreign Trade Regulation (Verordnung zur Durchführung des Außenwirtschaftsgesetzes Außenwirtschaftsverordnung – AWV) in connection with the German Foreign Trade Law (Außenwirtschaftsgesetz), and (f) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence or any similar law of a Reportable Compliance Eventany other jurisdiction, as applicable.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants Each Obligor represents and agrees warrants that (a) none of the Borrower such Obligor, any of its Subsidiaries, or any Senior Officer or director of such Obligor or any of its Subsidiaries will become Subsidiaries, is a Sanctioned Person, (b) to the knowledge of such Obligor, no employee of such Obligor or any of its Subsidiaries, or any agent of such Obligor or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person, (c) none of the Borrower such Obligor or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such SubsidiaryObligor, through any third party, will (i) have has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, ; or (ii) do does business in or with, or derive derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (cd) it shall maintain such Obligor has implemented and maintains in effect policies and procedures intended designed to ensure achieve compliance by the Borrowersuch Obligor, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower such Obligor or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, and (de) the Borrower will comply, each of such Obligor and will cause its Subsidiaries, and to the knowledge of the Borrowersuch Obligor, its and their respective directors, officers, employees (and agents, are in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, compliance with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will . This Section 5.12 shall not be derived from interpreted or applied in relation to any unlawful activity of the Borrower Obligor, any Group Member or its Subsidiaries, and (f) the Borrower shall promptly notify any Lender or the Administrative Agent to the extent that the representations made pursuant to this Section 5.12 violate or expose such entity or any director, officer or employee thereof to any liability under EU Regulation (EC) 2271/96, the Protecting against the Effects of the Extraterritorial Application of Third Country Legislation (Amendment) (EU Exit) Regulations 2020, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in writing upon connection with section 4 paragraph 1 no. 3 of the occurrence of a Reportable Compliance EventGerman Foreign Trade Law (Außenwirtschaftsgesetz)) or any similar blocking legislation or statute in force in any applicable jurisdiction from time to time.

Anti-Money Laundering/International Trade Law Compliance. The Borrower Servicer covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will that: (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in immediately notify each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent Credit Party in writing upon the occurrence of a Reportable Compliance Event; (ii) if, at any time, any Pool Asset becomes Embargoed Property, then, in addition to all other rights and remedies available to any Credit Party, upon request by any Credit Party, the Borrower shall provide substitute Pool Assets acceptable to the Administrator that is not Embargoed Property; (iii) it shall, and shall require each other Covered Entity to, conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to ensure compliance with such laws; (iv) it and its Subsidiaries will not: (A) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers, or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (B) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction in violation of sanctions, including any use of the proceeds of the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction in violation of sanctions; (C) pay or repay any obligations of the Borrower with Embargoed Property or funds derived from any unlawful activity; (D) permit any Pool Asset to become Embargoed Property; or (E) cause any Credit Party to violate any Anti-Terrorism Law; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none of the Borrower or nor any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or nor any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such SubsidiaryBorrower, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended designed to ensure achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent Lender in writing upon the occurrence of a Reportable Compliance Event. The covenants under this Section 6.09 will not apply to any Foreign Subsidiary if and to the extent that the compliance with these covenants result in a breach of, violate, conflict with or expose such entity or any director, officer or employee thereof to any liability under EU Regulation (EC) 2271/96 (or any associated implementing law or regulation in any member state of the European Union) or section 7 of the German Foreign Trade Regulation (Verordnung zur Durchführung des Außenwirtschaftsgesetzes Außenwirtschaftsverordnung – AWV) in connection with the German Foreign Trade Law (Außenwirtschaftsgesetz), or any similar law of any other jurisdiction, as applicable.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will that: (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in immediately notify each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent Credit Party in writing upon the occurrence of a Reportable Compliance Event; (ii) if, at any time, any Pool Asset becomes Embargoed Property, then, in addition to all other rights and remedies available to any Credit Party, upon request by any Credit Party, the Borrower shall provide substitute Pool Assets acceptable to the Administrator that is not Embargoed Property; (iii) it shall, and shall require each other Covered Entity to, conduct its business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to ensure compliance with such laws; (iv) it and its Subsidiaries will not: (A) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers, or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (B) directly, or indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction in violation of sanctions, including any use of the proceeds of the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction in violation of sanctions; (C) pay or repay any obligations of the Borrower with Embargoed Property or funds derived from any unlawful activity; (D) permit any Pool Asset to become Embargoed Property; or (E) cause any Credit Party to violate any Anti-Terrorism Law; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Anti-Money Laundering/International Trade Law Compliance. (i) The Borrower Seller covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (cA) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Administrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the Lenders, the Seller shall provide substitute Collateral acceptable to the Lenders that is not Embargoed Property. (ii) The Seller shall, and shall require each Covered Entity to conduct its business in compliance with all Anti-Corruption Laws and remain subject to policies and procedures designed to promote compliance with such Laws. (iii) The Seller hereby covenants and agrees it will not: (a) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers, or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (b) directly, or, knowingly, indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the facilities to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay any amounts due hereunder with Embargoed Property or funds derived from any unlawful activity; (d) permit any Collateral to become Embargoed Property; or (e) cause any Lender or Administrative Agent to violate any Anti-Terrorism Law. (iv) The Seller hereby covenants and agrees that it will not, and will not permit any its Subsidiaries to directly or, knowingly, indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that willshall not (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries. No Covered Entity, either in its own right or, to the knowledge of the Borrower or such Subsidiaryknowingly, through any third party, will (ia) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or ; (iib) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, ; (c) it shall maintain engage in effect policies and procedures intended to ensure compliance any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the Borrower, proceeds of any Credit Extension or allow its Subsidiaries and their respective directorsemployees, officers, employees (in each such Person’s capacity as a directordirectors, officer or employee of the Borrower or its Subsidiaries) affiliates, consultants, brokers, and agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (b) in violation of Applicable Laws relating to economic sanctions or other Anti-Terrorism Laws and applicable SanctionsLaws, (d) the Borrower will complydirectly, and will cause its Subsidiariesor indirectly through a third party, and to the knowledge engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction, including any use of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee proceeds of the Borrower Loans to fund any operations in, finance any investments or its Subsidiaries) and agents to complyactivities in, with or, make any payments to, a Sanctioned CountryPerson or Sanctioned Person in violation of any Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the Law. The funds used to repay the Obligations each Credit Extension will not be knowinglyJurisdiction; (c) repay the Loans or pay any other Borrower Obligations with funds derived from any unlawful activity of the activity. The Borrower or its Subsidiaries, and (f) the shall comply with all Anti-Terrorism Laws. The Borrower shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event.a

Anti-Money Laundering/International Trade Law Compliance. The Borrower Each Obligor covenants and agrees that (a) none of the Borrower or such Obligor nor any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or such Obligor nor any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such SubsidiaryObligor, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended designed to ensure achieve compliance by the Borrowersuch Obligor, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower such Obligor or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower such Obligor will comply, and will cause its Subsidiaries, and to the knowledge of the Borrowersuch Obligor, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower such Obligor or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower such Obligor or its Subsidiaries, and (f) the Borrower such Obligor shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.a

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants Servicer will notThe Servicer shall not, and agrees that (a) none of the Borrower or shall not permit any of its Subsidiaries will to: (a) become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries. No Covered Entity, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (ia) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or ; (iib) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, ; (c) it shall maintain engage in effect policies and procedures intended to ensure compliance any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the Borrower, proceeds of any or allow its Subsidiaries and their respective directorsemployees, officers, employees (directors and affiliates acting on its behalf in each such connection with this Agreement to become a Sanctioned Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctionsor, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, allow its consultants, brokers, and their respective directorsagents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (b) directly, officersor indirectly through a third party, employees (engage in each such Person’s capacity as a directorany transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction, officer or employee including any use of the Borrower proceeds of the Credit ExtensionAgreement to fund any operations in, finance any investments or its Subsidiaries) and agents to complyactivities in, with or, make any payments to, a Sanctioned CountryPerson or Sanctioned Person in violation of any Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the Law. The funds used to repay the Obligations each Credit Extension will not be beJurisdiction; (c) repay the Credit Agreement with funds derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower activity. The Servicer shall comply with all Anti-Terrorism Laws. The Servicer shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event; (d) permit any Collateral to become Embargoed Property; (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws; or (f) cause any Lender or Administrative Agent to violate any sanctions administered by OFAC.

Anti-Money Laundering/International Trade Law Compliance. The Borrower (i) Such Originator covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (cA) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Administrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the Lenders, such Originator shall provide substitute Collateral acceptable to the Lenders that is not Embargoed Property. (ii) Such Originator shall, and shall require each Covered Entity to conduct its business in compliance with all Anti-Corruption Laws and remain subject to policies and procedures designed to promote compliance with such Laws. (iii) Such Originator hereby covenants and agrees it will not: (a) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants, brokers, or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (b) directly, or, knowingly, indirectly through a third party, engage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the facilities to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay any amounts due hereunder with Embargoed Property or funds derived from any unlawful activity; (d) permit any Collateral to become Embargoed Property; or (e) cause any Lender or Administrative Agent to violate any Anti-Terrorism Law. (iv) Such Originator hereby covenants and agrees that it will not, and will not permit any its Subsidiaries to directly or, knowingly, indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none None of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower SITE Centers or any of its Subsidiaries, either in its own right ortheir respective Subsidiaries nor, to the knowledge of the Borrower, any director, officer, employee, agent or Affiliate of the Borrower or such Subsidiary, through SITE Centers or any third party, will of their respective Subsidiaries (i) have is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country Jurisdiction or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, applicable Sanctions; or (iiiii) do does business in or with, or derive derives any of its operating income from investments in or transactions with, any Sanctioned Country Jurisdiction or Sanctioned Person in violations of any applicable Sanctions; (b) the proceeds of any Borrowing under the Revolving Facility or any Facility Letter of Credit will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law, applicable Sanctions; (c) it shall maintain in effect policies the funds used to repay any Borrowing under the Revolving Facility are not derived from any unlawful activity; (d) each of the Borrower and procedures intended to ensure compliance by the Borrower, its Subsidiaries SITE Centers and their respective directorsSubsidiaries and, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective each of the directors, officers, employees (in each such Person’s capacity as a directoremployees, officer or employee agents and Affiliate of the Borrower or its Subsidiaries) and agents to comply, SITE Centers and their respective Subsidiaries is in compliance with all Anti-Terrorism Laws applicable thereto and does not engage in any dealings or transactions prohibited by any Anti-Terrorism Laws applicable Sanctions in all material respects, thereto; and (e) no collateral for the funds used to repay the Obligations Loans and/or any Facility Letter of Credit, if any, is or will not be derived from any unlawful activity of the become Embargoed Property. The Borrower or its Subsidiaries, covenants and agrees that (fa) the Borrower it shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event; and (b) if, at any time, any collateral for the Loans and/or any Facility Letter of Credit, if any, becomes Embargoed Property, in addition to all other rights and remedies available to the Administrative Agent and the Lenders, upon request by the Administrative Agent, the Borrower shall provide substitute collateral acceptable to the Administrative Agent that is not Embargoed Property.” (i) Section 6.9 of the Credit Agreement is hereby amended by deleting reference to “$500,000,000” and replacing it with “$400,000,000”.

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become and Substitute Guarantor (each as to itself only) hereby represent and warrant to Noteholder that no Covered Entity (as defined in Exhibit “B”) is a Sanctioned Person, Person (bas defined in Exhibit “B”) none of the Borrower or any of its Subsidiariesand that no Covered Entity, either in its own right oror through any third party, to (i) has any of its assets in a Sanctioned Country (as defined in Exhibit “B”) or in the knowledge possession, custody or control of the a Sanctioned Person in violation of any Anti-Terrorism Law (as defined in Exhibit “B”); (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law. (b) Borrower and Substitute Guarantor covenant and agree that: (A) no Covered Entity will become a Sanctioned Person; (B) no Covered Entity, either in its own right or such Subsidiary, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or ; (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, ; (ciii) it shall maintain engage in effect policies and procedures intended to ensure compliance any dealings or transactions prohibited by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with any Anti-Terrorism Laws and applicable Sanctions, Law or (div) use the Borrower will comply, and will cause its Subsidiaries, and to the knowledge proceeds of the BorrowerLoan to fund any operations in, its and their respective directorsfinance any investments or activities in, officersor, employees (make any payments to, a Sanctioned Country or Sanctioned Person in each such Person’s capacity as a director, officer or employee violation of the Borrower or its Subsidiaries) and agents to comply, with any Anti-Terrorism Laws and applicable Sanctions in all material respects, Law; (eC) the funds used to repay the Obligations obligations under the Loan will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and activity; (fD) the each Covered Entity shall comply with all Anti-Terrorism Laws; (E) Borrower shall promptly notify the Administrative Agent Noteholder in writing upon the occurrence of a Reportable Compliance Event. (c) A breach of any term or provision of this Section 10 shall be an “Event of Default” under the Loan Documents.

Anti-Money Laundering/International Trade Law Compliance. The Borrower will notSanctions Laws and Anti-Terrorism Laws; Anti-Corruption Laws. (i) The Borrower covenants and agrees that (aA) none it shall promptly notify the Administrative Agent and each of the Borrower Lenders in writing upon the occurrence of a Reportable Compliance Event; and (B) if, at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Administrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the Lenders, the Borrower shall provide substitute Collateral acceptable to the Lenders that is not Embargoed Property. (ii) The Borrower will conduct its Subsidiaries business in compliance with all Anti-Corruption Laws and maintain policies and procedures reasonably designed to promote compliance with Anti-Corruption Laws. (iii) The Borrower hereby covenants and agrees it will not: (a) become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries. No Covered Entity, either in its own right orright; (b) directly, to the knowledge of the Borrower or such Subsidiary, indirectly through any third party, will (ia) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or ; (iib) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, ; (c) it shall maintain engage in effect policies and procedures intended to ensure compliance any dealings or transactions prohibited by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with any Anti-Terrorism Laws and applicable Sanctions, Law or (d) use the Borrower will complyproceeds of any Credit Extensiona third party, and will cause its Subsidiariesengage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, and to the knowledge including any use of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee proceeds of the Borrower facilities to fund any operations in, finance any investments or its Subsidiaries) and agents to complyactivities in, with or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the Law. The funds used to repay the Obligations each Credit Extension will not be bePerson or Sanctioned Jurisdiction; (c) repay the facilities with Embargoed Property or funds derived from any unlawful activity of the activity. The Borrower or its Subsidiaries, and (f) the shall comply with all Anti-Terrorism Laws. The Borrower shall promptly notify the Administrative Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event.a

Anti-Money Laundering/International Trade Law Compliance. The Borrower covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become No Covered Entity is a Sanctioned Person. To the Servicer’s knowledge, (b) none no Obligor was a Sanctioned Person at the time of the Borrower or origination of any of its SubsidiariesPool Receivable owing by such Obligor. No Covered Entity, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or ; (ii) do does business in or with, or derive derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.Sanctions and Anti-Corruption Laws. None of the Servicer, (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, any of its Subsidiaries and their respective directorsor, officersto the knowledge of the Servicer, employees (in each such Person’s capacity as a any director, officer or employee of the Borrower Servicer or any of its SubsidiariesSubsidiaries is a Person that is, or is owned 50 percent or more, individually or in the aggregate, directly or indirectly or controlled by persons that are: (i) and agents with Anti-Terrorism Laws and applicable the subject of any Sanctions, or (dii) located, organized or resident in a country or territory that is the Borrower will complysubject of Sanctions (including, currently, Crimea, Cuba, Iran, North Korea and will cause Syria). The Servicer, its SubsidiariesSubsidiaries and, and to the knowledge of the BorrowerServicer, its and their respective directors, officersofficers and employees, employees (are in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, compliance with Anti-Terrorism Laws and all applicable Sanctions and with the FCPA and any other applicable anti-corruption law, in all material respects. The Servicer and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to promote and achieve continued compliance with applicable Sanctions, (e) the funds used to repay the Obligations will not be derived from FCPA and any unlawful activity of the Borrower or its Subsidiariesother applicable anti-corruption laws, and (f) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Eventall material respects.