maintained, or are not maintaining, any unlawful fund of corporate monies or other properties or used or are using any corporate funds for any illegal contributions, gifts, entertainment, travel
or other unlawful expenses.
(D) The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure
compliance with the FCPA and other anti-bribery and anti-corruption Laws in each jurisdiction in which the Company and its Subsidiaries operate.
(E) Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, manager or employee of the Company
or any of its Subsidiaries (in his or her capacity as a director, manager or employee of the Company or any of its Subsidiaries), are, and for the past five (5) years, have been, subject to any actual, pending, or, to the Knowledge of the
Company, threatened in writing, Proceedings, demands, notices of violation, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any of its Subsidiaries relating
to the FCPA or any other anti-bribery and anti-corruption Laws.
(k) Material Contracts.
(i) Section 5.1(k) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each
agreement, lease, license, contract, consent, settlement, note, mortgage, indenture, arrangement, understanding or other obligation (each, a Contract and, collectively, the Contracts) to which either the Company
or any of its Subsidiaries is a party or bound (other than a Contract solely between or among the Company and its wholly owned Subsidiaries) that:
(A) provides that any of them will not compete with any other Person, or which grants most favored nation, most favored
customer, most favored supplier or similar covenants to the counterparty to such Contract,
(B) purports to limit in
any material respect either the type of business in which the Company or its Subsidiaries may engage or the manner or locations in which any of them may so engage in any business,
(C) requires the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) to deal exclusively with any Person
or group of related Persons,
(D) creates any partnership, joint venture, limited liability company or other similar agreements or
arrangements,
(E) is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act,
(F) contains a put, call or similar right pursuant to which the Company
or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person,
(G) was entered
into with Affiliates of the Company or any of its Subsidiaries (other than the Company and its Subsidiaries), or any beneficial owner of five percent (5%) or more of any class of equity interests of the Company that is not a Company Plan,
(H) creates any Contract or series of Contracts or executed letter of intent involving or providing for the future disposition or acquisition
of any asset or property with a fair market value or purchase price in excess of $1,500,000, or any merger, consolidation, or similar business combination transaction (in each case, other than Contracts relating to any REO Properties),
(I) whereby the Company or any of its Subsidiaries provides property management services for any property in which the Company does not,
directly or indirectly, own 100% of the interests in such property,
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