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 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 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.”

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.

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 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 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.