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

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (ii) Each SPV Entity shall not permit a violation of any Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Entity shall (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations with funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity Servicer shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Servicers shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (ii) Each SPV Entity Servicer shall not permit a permit, and shall not cause its respective Subsidiaries to permit, any violation of any Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Entity The Servicers shall not, and shall not permit any of its Subsidiaries to, (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations with funds derived from any unlawful activity; (d) permit any Sold Asset Assets or Pledged Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Borrower covenants and agrees that: (i) Each SPV Entity it shall promptly as soon as reasonably practicable notify the Administrative Agent any Credit Party in writing upon learning of the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Partiesany Credit Party, upon reasonable request by any Credit Party, the Administrative Agent or any of the Purchasers, such SPV Entity Borrower shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in material compliance with all Anti-Corruption Laws and shall maintain or remain subject to policies and procedures reasonably designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) to it and its Subsidiaries’ knowledge, become a Sanctioned Person or knowingly allow its any employees, officers, directors, affiliates, consultants, brokers, and agents or agents, acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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 Investments to fund any operations in, finance any investments or activities in, or, make any payments to, Credit Extensions for the purpose of violating sanctions against a Sanctioned Person Jurisdiction, anti-money laundering rules and regulations, or Sanctioned Jurisdictionany transactions or other dealings that otherwise are prohibited by any Anti-Terrorism Laws, to the extent such activities would be prohibited by applicable Anti-Terrorism Laws; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eD) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any its Subsidiaries to, directly or knowingly indirectly, use the Credit Extensions or any proceeds thereof for any purpose which would breach applicable Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer covenants and agrees that: (ia) Each SPV Entity it shall promptly as soon as reasonably practicable notify the Administrative Agent any Credit Party in writing upon learning of the occurrence of a Reportable Compliance Event. If ; (b) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Partiesany Credit Party, upon request by any Credit Party, it shall cause the Administrative Agent or any of the Purchasers, such SPV Entity shall Borrower to provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iic) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all applicable Anti-Corruption Laws and shall maintain or remain subject to policies and procedures reasonably designed to ensure compliance with such Anti-Corruption Laws.; (iiid) No SPV Entity shall it and its Subsidiaries will not: (aA) to it and its Subsidiaries’ knowledge, become a Sanctioned Person or knowingly allow its any employees, officers, directors, affiliates, consultants, brokers, and agents or agents, acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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 Investments to fund any operations in, finance any investments or activities in, or, make any payments to, Credit Extensions for the purpose of violating sanctions against a Sanctioned Person Jurisdiction, anti-money laundering rules and regulations, or Sanctioned Jurisdictionany transactions or other dealings that otherwise are prohibited by any Anti-Terrorism Laws, to the extent such activities would be prohibited by applicable Anti-Terrorism Laws; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eD) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism LawsLaw; and (e) it will not, and will not permit any its Subsidiaries to, directly or knowingly indirectly, use the Credit Extensions or any proceeds thereof for any purpose which would breach applicable Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity Originator shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral Receivables or Sold Assets Related Rights becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity Originator shall provide substitute Pledged Collateral or Sold Assets Receivables and Related Rights acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (ii) Each SPV Entity Originator shall not permit permit, and shall not cause its Subsidiaries, the Buyer and the Canadian Servicer to permit, a violation of any Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Entity Each Originator shall not, and shall not permit any of its Subsidiaries or the Buyer and the Canadian Servicer to, (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations with funds derived from any unlawful activity; (d) permit any Sold Asset Receivables or Pledged Collateral Related Rights to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of Canada, the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity The Loan Parties covenant and agree that: (A) they shall promptly immediately notify the Administrative Agent Lender in writing upon the occurrence of a Reportable Compliance Event. If , and (B) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesLender, upon request by the Administrative Agent or any of Lender, the Purchasers, such SPV Entity Loan Parties shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers Lender that is not Embargoed Property. (ii) Each SPV Covered Entity shall not permit a violation of any conduct their business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party will not, and will not permit any of 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 shall conducts business. (iv) Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party and its Subsidiaries will not: (a) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and 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, including any use of the proceeds of the Investments Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Sanctions Person or Sanctioned Jurisdiction; , (c) repay the Capital Loans with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; , (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; , or (e) engage in cause any transactions Lender or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Agent to economic sanctions and violate any Anti-Terrorism LawsLaw. (v) Each Loan Party hereby covenants and agrees that until the last day of the Term, such Loan Party will not, and will not permit any of 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity The Servicer covenants and agrees that (A) it shall promptly immediately notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event. If ; and (B) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the PurchasersLenders, such SPV Entity the Servicer shall cause the Borrower to provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers Lenders that is not Embargoed Property. (ii) Each SPV Entity The Servicer shall, and shall not permit a violation of any cause its Subsidiaries to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Entity The Servicer shall not, and shall not permit any of its Subsidiaries to: (a) become a Sanctioned Person or allow its employees, officers, directorsdirectors and affiliates acting on its behalf in connection with this Agreement to become a Sanctioned Person, affiliatesor, to the knowledge of the Borrower, allow its consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments Credit AgreementLoans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations Credit AgreementLoans with funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable 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. (iv) The Servicer shall not, and will not permit any of 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent each Credit Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Credit Parties, upon request by any Credit Party, the Administrative Agent or any of the Purchasers, Servicer shall cause such SPV Entity shall Borrower to provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism LawsLaw; 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer covenants and agrees that: (i) Each SPV Entity it shall promptly notify the Administrative Agent Administrator and each of the Purchasers in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (ii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iii) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its 745381243 05109795751949792 05109795 behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay any obligation of the Capital Seller hereunder with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; (dD) permit any Sold Pool Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions Purchaser or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrator to economic sanctions and violate any Anti-Terrorism LawsLaw; and (iv) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent each Purchaser Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Supporting Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the any Purchaser PartiesParty, upon request by any Purchaser Party, it shall cause the Administrative Agent or any of the Purchasers, such SPV Entity shall Seller to provide substitute Pledged Collateral or Sold Supporting Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral Supporting Assets to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Seller covenants and agrees that: (i) Each SPV Entity the Seller shall promptly immediately notify the Administrative Agent and each of the Purchasers in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets and Seller Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Purchasers, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Seller shall provide substitute Pledged Collateral or Sold Assets and Seller Collateral acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV the Seller shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall the Seller and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital any Seller obligations with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Assets and Seller Collateral to become Embargoed Property; or (eE) engage in cause any transactions Purchaser or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) the Seller will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the PurchasersLenders, such SPV Entity the Servicer shall cause the Borrower to provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions Lender or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLaw; 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Seller hereby covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if at any time any Pledged Seller Collateral or Sold Assets becomes become Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Seller shall provide substitute Pledged Seller Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it will not: (a) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and 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 JurisdictionCountry in violation of sanctions, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned JurisdictionCountry; (c) repay the Capital or pay any other Seller Obligations with Embargoed Property or funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism Laws; and (v) it will not directly or knowingly indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Such Originator covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent each Purchaser Party in writing upon (but in no event later than three (3) Business Days after) the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral Supporting Assets sold, contributed or Sold Assets becomes Embargoed otherwise transferred to the Buyer by such Originator become Blocked Property, then, in addition to all other rights and remedies available to the any Purchaser PartiesParty, upon request by the Administrative Agent or any of the PurchasersPurchaser Party, such SPV Entity Originator shall provide substitute Pledged Collateral or Sold Supporting Assets acceptable to the Administrative Agent and the Purchasers that is are not Embargoed Blocked Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws in all material respects and shall maintain policies and procedures reasonably designed to ensure compliance by such Covered Entity with such Anti-Corruption Laws.; and (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Obligations with Blocked Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral Supporting Assets to become Embargoed Blocked Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism LawsLaw.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity Originator hereby covenants and agrees that (A) it shall promptly immediately notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event. If ; and (B) if at any time any Pledged Seller Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity each Originator shall cause the Buyer to provide substitute Pledged Seller Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (ii) Each SPV Originator shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Entity shall Each Originator hereby covenants and agrees it and its Subsidiaries will not: (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 JurisdictionCountry in violation of sanctions, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned JurisdictionCountry; (c) repay the Capital or pay any other Seller Obligations with Embargoed Property or funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism Laws. (iv) Each Originator hereby covenants and agrees that it will not directly or knowingly indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity The Borrower covenants and agrees that (A) it shall promptly immediately notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event. If ; and (B) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the PurchasersLenders, such SPV Entity the Borrower shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers Lenders that is not Embargoed Property. (ii) Each SPV Entity The Borrower shall not permit a violation of any conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iii) No SPV Entity The Borrower shall not: (a) become a Sanctioned Person or allow its employees, officers, directorsdirectors and affiliates acting on its behalf in connection with this Agreement to become a Sanctioned Person, affiliatesor, to the knowledge of the Borrower, allow its consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments Credit AgreementLoans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations Credit AgreementLoans with funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable 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. (iv) The Borrower shall not, and will not permit any of 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer hereby covenants and agrees that: (i) Each SPV Entity (A) it shall promptly immediately notify the Administrative Agent and each Purchaser in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if at any time any Pledged Seller Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Servicer shall cause the Seller to provide substitute Pledged Seller Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (iiiii) Each SPV Entity It shall, and shall not permit a violation require each of any its Subsidiaries to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use Country in violation of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdictionsanctions; (c) repay the Capital or pay any other Seller Obligations with Embargoed Property or funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism Laws; and (v) it will not directly or knowingly indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Such Originator covenants and agrees that: (i) Each SPV Entity it shall promptly notify the Administrative Agent any Credit Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Partiesany Credit Party, upon request by the Administrative Agent or any of the PurchasersCredit Party, such SPV Entity it shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance in all material respects with all Anti-Corruption Laws and shall maintain policies and procedures reasonably designed to ensure promote compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow any officers or directors acting on its behalf in connection with this Agreement or, to its knowledge, any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) directlydirectly or, or to its knowledge, 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 Investments Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction, in each case, in violation of any Anti-Terrorism Laws; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage cause any Credit Party to violate in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating to economic sanctions and material respect any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any its Subsidiaries to, directly or, to its knowledge, indirectly, use the Loans or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which such Originator conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (ia) Each SPV Entity The Seller shall promptly immediately notify the Administrative Agent Administrator and each Purchaser in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Seller Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser PartiesPurchaser, upon request by the Administrative Agent Administrator or any of the Purchasers, such SPV Entity the Seller shall provide substitute Pledged Seller Collateral or Sold Assets acceptable to the Administrative Agent Administrator and the Purchasers that is not Embargoed Property. (iib) Each SPV Entity The Seller shall not permit a violation of any conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iiic) No SPV Entity The Seller shall not (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments Purchases to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations with funds derived from any unlawful activity; (d) permit any Sold Asset or Pledged Seller Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws; or (f) knowingly cause any Purchaser Party to violate any sanctions administered by OFAC.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Such Originator covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent and each of the Purchasers in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Receivables and Related Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Purchasers, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Seller shall provide substitute Pledged Collateral or Sold Receivables and Related Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital any Seller obligations with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral Receivables and Related Assets to become Embargoed Property; or (eE) engage in cause any transactions Purchaser or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Borrower covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the PurchasersLenders, such SPV Entity the Borrower shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions Lender or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLaw; 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Each Servicer covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent each Purchaser Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Supporting Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the any Purchaser PartiesParty, upon request by the Administrative Agent or any of the PurchasersPurchaser Party, such it shall cause any SPV Entity shall to provide substitute Pledged Collateral or Sold Supporting Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral Supporting Assets to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity Servicer shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Servicers shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (ii) Each SPV Entity Servicer shall not permit a permit, and shall not cause its respective Subsidiaries to permit, any violation of any Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.. 742583266 14453710 (iii) No SPV Entity The Servicers shall not, and shall not permit any of its Subsidiaries to, (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations with funds derived from any unlawful activity; (d) permit any Sold Asset Assets or Pledged Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Seller covenants and agrees that: (i) Each SPV Entity the Seller shall promptly immediately notify the Administrative Agent and each of the Purchasers in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Receivables and Related Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Purchasers, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity the Seller shall provide substitute Pledged Collateral or Sold Receivables and Related Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV the Seller shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iiiiv) No SPV Entity shall the Seller and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital any Seller obligations with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral Receivables and Related Assets to become Embargoed Property; or (eE) engage in cause any transactions Purchaser or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLa; and (v) the Seller will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Borrower covenants and agrees that: (i) Each SPV Entity It shall promptly notify the Administrative Agent each Credit Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed EmbargoedBlocked Property, then, in addition to all other rights and remedies available to the Purchaser Partiesany Credit Party, upon request by any Credit Party, the Administrative Agent or any of the Purchasers, such SPV Entity Borrower shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed EmbargoedBlocked Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with applicable Anti-Corruption Laws and shall maintain policies and procedures reasonably designed to ensure promote compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments 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; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with EmbargoedBlocked Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed EmbargoedBlocked Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any of 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 whichin any manner that would result in a violation by any Covered Entity conducts businessor any Credit Party of Anti-Corruption Law.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Borrower covenants and agrees that: (i) Each SPV Entity It shall promptly notify the Administrative Agent each Credit Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Partiesany Credit Party, upon request by any Credit Party, the Administrative Agent or any of the Purchasers, such SPV Entity Borrower shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with applicable Anti-Corruption Laws and shall maintain policies and procedures reasonably designed to ensure promote compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments 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; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism LawsLaw; 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Each Borrower covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent each Credit Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Credit Parties, upon request by the Administrative Agent or any of the PurchasersCredit Party, such SPV Entity Borrower shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism LawsLaw; 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Originator covenants and agrees that: (i) Each SPV Entity It shall promptly notify the Administrative Agent each Credit Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral sold, contributed or Sold Assets becomes otherwise transferred to the Buyer by the Originator become Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser Partiesany Credit Party, upon request by any Credit Party, the Administrative Agent or any of the Purchasers, such SPV Entity Originator shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is are not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with applicable Anti-Corruption Laws and shall maintain policies and procedures reasonably designed to ensure promote compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments 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; (cC) pay or repay the Capital or pay any other Seller Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Credit Party to economic sanctions and violate any Anti-Terrorism Law; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use cash from the Purchase Price for any purpose which would breach any applicable Anti-Corruption Laws.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. The Seller covenants and agrees that: (i) Each SPV Entity it shall promptly notify the Administrative Agent Administrator and each of the Purchasers in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (ii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iii) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay any obligation of the Capital Seller hereunder with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; (dD) permit any Sold Pool Asset or Pledged Collateral to become Embargoed Property; or (eE) engage in cause any transactions Purchaser or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrator to economic sanctions and violate any Anti-Terrorism LawsLaw; and (iv) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. Each SPV Entity covenants and agrees that: (i) Each SPV Entity it shall promptly immediately notify the Administrative Agent each Purchaser Party in writing upon the occurrence of a Reportable Compliance Event. If ; (ii) if, at any time time, any Pledged Collateral or Sold Supporting Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the any Purchaser PartiesParty, upon request by the Administrative Agent or any of the PurchasersPurchaser Party, such SPV Entity shall provide substitute Pledged Collateral or Sold Supporting Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property.; (iiiii) Each SPV it shall, and shall require each other Covered Entity shall not permit a violation of any to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws.; (iiiiv) No SPV Entity shall it and its Subsidiaries will not: (aA) become a Sanctioned Person or allow its any employees, officers, directors, or, to the knowledge of such SPV Entity, any affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (bB) 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, including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (cC) pay or repay the Capital or pay any other Seller Obligations with Embargoed Property or funds derived from any unlawful activity; (dD) permit any Sold Asset or Pledged Collateral Supporting Assets to become Embargoed Property; or (eE) engage in cause any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Purchaser Party to economic sanctions and violate any Anti-Terrorism LawsLaw; and (v) it will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity The Seller shall promptly notify the Administrative Agent Administrator and each of the Purchaser Agents in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser Parties, upon request by the Administrative Agent or any of the Purchasers, such SPV Entity shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers that is not Embargoed Property. (ii) Each SPV Entity The Seller shall not permit a violation of any conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Lawslaws. (iii) No SPV Entity The Seller shall not: (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments Purchase Facility to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations Purchase Facility with funds derived from any unlawful activity; (d) permit any Sold Pool Asset or Pledged Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws; or (f) cause any Purchaser or Administrator to violate any sanctions administered by OFAC. (iv) The Seller not, and will not permit any its Subsidiaries to directly or indirectly, use the Capital or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity The Borrower covenants and agrees that (A) it shall promptly notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event. If ; and (B) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the PurchasersLenders, such SPV Entity the Aveanna Parties shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers Lenders that is not Embargoed Property. (ii) Each SPV The Borrower shall require each Covered Entity shall not permit a violation of any to conduct its business in compliance with all Anti-Corruption Laws and shall maintain the Servicer maintains, and the other Covered Entities are subject to, policies and procedures reasonably designed to ensure promote compliance with such Anti-Corruption Laws. (iii) No SPV Entity shall The Borrower hereby covenants and agrees it will not: (a) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (b) directly, or 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 Investments 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 the Capital facilities with Embargoed Property or pay any other Seller Obligations with funds derived from any unlawful activity; (d) knowingly permit any Sold Asset or Pledged Collateral to become Embargoed Property; or (e) engage in cause any transactions Lender or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLaw. (iv) The Borrower 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.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (i) Each SPV Entity The Borrower covenants and agrees that (A) it shall promptly notify the Administrative Agent and each of the Lenders in writing upon the occurrence of a Reportable Compliance Event. If ; and (B) if, at any time time, any Pledged Collateral or Sold Assets becomes Embargoed Blocked Property, then, in addition to all other rights and remedies available to the Purchaser PartiesAdministrative Agent and each of the Lenders, upon request by the Administrative Agent or any of the PurchasersLenders, such SPV Entity the Aveanna Parties shall provide substitute Pledged Collateral or Sold Assets acceptable to the Administrative Agent and the Purchasers Lenders that is not Embargoed Blocked Property. (ii) Each SPV The Borrower shall require each Covered Entity shall not permit a violation of any to conduct its business in compliance with all Anti-Corruption Laws and shall maintain the Servicer maintains, and the other Covered Entities are subject to, policies and procedures reasonably designed to ensure promote compliance with such Anti-Corruption Laws. (iii) No SPV Entity shall The Borrower hereby covenants and agrees it will not: (a) become a Sanctioned Person or allow its any employees, officers, directors, affiliates, consultants, brokers, and or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (b) directly, or 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 Investments 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 the Capital facilities with Blocked Property or pay any other Seller Obligations with funds derived from any unlawful activity; (d) knowingly permit any Sold Asset or Pledged Collateral to become Embargoed Blocked Property; or (e) engage in cause any transactions Lender or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating Administrative Agent to economic sanctions and violate any Anti-Terrorism LawsLaw.

Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. (ia) Each SPV Entity The Servicer shall promptly immediately notify the Administrative Agent Administrator and each Purchaser in writing upon the occurrence of a Reportable Compliance Event. If at any time any Pledged Seller Collateral or Sold Assets becomes Embargoed Property, in addition to all other rights and remedies available to the Purchaser PartiesPurchasers, upon request by the Administrative Agent Administrator or any of the Purchasers, such SPV Entity the Servicer shall provide substitute Pledged Seller Collateral or Sold Assets acceptable to the Administrative Agent Administrator and the Purchasers that is not Embargoed Property. (iib) Each SPV Entity The Servicer shall, and shall not permit a violation of any cause its Subsidiaries, the Seller and the Originators to, conduct its business in compliance with all Anti-Corruption Laws and shall maintain policies and procedures designed to ensure compliance with such Anti-Corruption Laws. (iiic) No SPV Entity The Servicer shall not, and shall not permit any of its Subsidiaries or the Seller and the Originators to, (a) become a Sanctioned Person or allow its employees, officers, directors, affiliates, consultants, brokers, and 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 any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Investments Purchases to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Person or Sanctioned Jurisdiction; (c) repay the Capital or pay any other Seller Obligations with funds derived from any unlawful activity; (d) permit any Sold Asset Assets or Pledged Seller Collateral to become Embargoed Property; or (e) engage in any transactions or other dealings with any Sanctioned Person or Sanctioned Jurisdiction prohibited by any Applicable Laws of the United States or other applicable jurisdictions relating to economic sanctions and any Anti-Terrorism Laws; or (f) knowingly cause any Purchaser Party to violate any sanctions administered by OFAC.