Parent or SBA Finance conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in a jurisdiction where SBA Parent or SBA Finance conducts business (collectively, the SBA Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving SBA Parent or SBA Finance with respect to the SBA Money Laundering Laws is pending or, to the knowledge of SBA Parent or SBA Finance, threatened, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(xlviii) none of SBA Parent or SBA Finance or, to the knowledge of SBA Parent and SBA Finance, any director, officer, agent, employee or affiliate, is currently subject to or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (Sanctions);
(xlix) none of SBA Parent or SBA Finance or, to the knowledge of SBA Parent and SBA Finance, any director, officer, agent, employee or other person acting on behalf of SBA Parent or SBA Finance has (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 (as amended, the FCPA), or (D) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
(l) none of SBA Parent or SBA Finance shall use the proceeds from the sale of the Offered Securities, directly or knowingly indirectly, or contribute or otherwise make available the proceeds from the sale of the Offered Securities (i) for the purpose of funding any activities or business in violation of the FCPA and any other bribery, fraud, kickback or other similar applicable laws or regulations in any jurisdiction in which any Transaction Party or the Initial Purchasers are located or doing business, (ii) in any manner which would in any material respect violate SBA Money Laundering Laws or (iii) in any manner that would violate the Sanctions; and
(li) as of the Closing Date, the representations and warranties of each Transaction Party contained in the Transaction Documents to which such Transaction Party is a party will be true and correct and are repeated herein as though fully set forth herein.
2. Purchase and Resale of the Offered Securities.
(a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Trustee, on behalf of the Trust, agrees to sell to the Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Trustee, the principal amount of Offered Securities set forth opposite the name of such Initial Purchaser on Schedule I hereto at a purchase price equal to 99.2% of the principal amount thereof. The Trustee shall not be obligated to deliver any of the Offered Securities except upon payment for all of the Offered Securities to be purchased as provided herein.