Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other person, to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any director or officer of its subsidiaries the Company or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative other person acting on behalf of the Company or any of its subsidiariesCompany, is an individual or entity currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners partner or other personperson or entity, to fund any for the purpose of financing the activities of or business with any person, or in any country or territory, that, at the time of such funding, that currently is the subject or target of Sanctions any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the CompanyCompany Parties, any director or officer of its subsidiaries a Company Party, or, to the knowledge of the CompanyCompany Parties, any director, officer, agent, employee, affiliate or representative other person acting on behalf of the a Company or any of its subsidiariesParty, is an individual or entity currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the a Company Party located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners partner or other personperson or entity, to fund any for the purpose of financing the activities of or business with any person, or in any country or territory, that, at the time of such funding, that currently is the subject or target of Sanctions any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesNotes, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other personPerson, to fund any activities of or business with any personPerson, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries Subsidiaries or, to the knowledge of the CompanyCompany and the Operating Partnership, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, Subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personPerson, to fund for the purpose of financing any activities of or business with any personPerson, or in any country or territory, that, at the time of such fundingfinancing, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwritersales agent, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate employee or representative Affiliate of the Company or any of its subsidiaries, subsidiaries (i) is an individual or entity currently the subject or target of to any U.S. sanctions administered or enforced by the United States GovernmentOffice of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any other applicable sanctions authority, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor or (ii) is the Company located, organized or resident in a country or territory that is is, or whose government is, the subject of SanctionsSanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personperson or entity, to fund any for the purpose of financing the activities of any person or business with any person, or in any country or territory, entity that, at the time of such fundingfinancing, is the subject of Sanctions to any Sanctions, or in any other manner that will would result in a violation by of any person Sanctions by, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions).

Compliance with OFAC. None of the Company, any of Company and its subsidiaries Subsidiaries or, to the knowledge Company’s knowledge, any director or officer of the Company, Company and any director, officer, agent, employee, affiliate or representative other person acting on behalf of the Company or any of its subsidiariesCompany, is an individual or entity currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesOffering, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners partner or other personperson or entity, to fund any for the purpose of financing the activities of or business with any person, or in any country or territory, that, at the time of such funding, that currently is the subject or target of Sanctions any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries the Subsidiaries or, to the best knowledge of the Company after due inquiry, any Drilling Partnership, or, to the best knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company Company, any Subsidiaries or any of its subsidiaries, Drilling Partnership is an individual or entity (“Person”) currently subject to or the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other personPerson, to fund for the purpose of funding any activities of or business with any personPerson, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries Subsidiaries or, to the knowledge of the CompanyCompany or the Operating Partnership, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, Subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personPerson, to fund for the purpose of financing any activities of or business with any personPerson, or in any country or territory, that, at the time of such fundingfinancing, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries Subsidiaries or, to the knowledge of the CompanyCompany and the Operating Partnership, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, Subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personPerson, to fund for the purpose of financing any activities of or business with any personPerson, or in any country or territory, that, at the time of such fundingfinancing, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the CompanyCompany and the Operating Partnership, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personPerson, to fund for the purpose of financing any activities of or business with any personPerson, or in any country or territory, that, at the time of such fundingfinancing, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or representative of the Company or any of its subsidiaries, Subsidiaries is an individual or entity currently the subject or target of to any U.S. sanctions administered or enforced by the United States Government, including, without limitation, Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets ControlTreasury (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other person, person or entity (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries the Subsidiaries or, to the best knowledge of the Company after due inquiry, any Drilling Partnership, or, to the best knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company Company, any Subsidiaries or any of its subsidiaries, Drilling Partnership is an individual or entity (“Person”) currently subject to or the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority Control (“OFAC”) (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other person, to fund for the purpose of funding any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of Neither the Company, Company nor any of its subsidiaries or(hereinafter in this Section 3(ff), the “Company”) nor, to the knowledge of the Company, any director, officer, employee, agent, employee, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; . The Company represents and the Company covenants that it will not not, directly or indirectly indirectly, use the proceeds of the sale of the SecuritiesSecurities to transact, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other person, Person to fund any activities of or business with any personPerson, or in Burma/Myanmar, Cuba, Iran, North Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of Sanctions Sanctions, or in any other manner that will result in a violation by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative other person acting on behalf of the Company or any of its subsidiaries, subsidiaries is (A) an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or (B) located, organized or resident in a country or territory that is the subject of Sanctions; and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other personPerson, to fund any activities of or business with any personPerson, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other personPerson, to fund any activities of or business with any personPerson, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of Neither the Company, Company nor any of its subsidiaries orRepresented Subsidiaries (hereinafter in this Section 3(ff), the “Company”) nor, to the knowledge of the Company, any director, officer, employee, agent, employee, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; . The Company represents and the Company covenants that it will not not, directly or indirectly indirectly, use the proceeds of the sale of the SecuritiesSecurities to transact, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other person, Person to fund any activities of or business with any person, Person or in any country or territory, territory that, at the time of such funding, is the subject of Sanctions Sanctions, or in any other manner that will result in a violation by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate employee or representative Affiliate of the Company or any of its subsidiaries, subsidiaries (i) is an individual or entity currently the subject or target of to any U.S. sanctions administered or enforced by the United States GovernmentOffice of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any other applicable sanctions authority, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Union or His Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor or (ii) is the Company located, organized or resident in a country or territory that is is, or whose government is, the subject of SanctionsSanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personperson or entity, to fund any for the purpose of financing the activities of any person or business with any person, or in any country or territory, entity that, at the time of such fundingfinancing, is the subject of Sanctions to any Sanctions, or in any other manner that will would result in a violation by of any person Sanctions by, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions).

Compliance with OFAC. None of the Company, any of its subsidiaries or any director, officer, employee or, to the knowledge of the Company, any director, officer, agent, employee, controlled affiliate or representative of the Company or any of its subsidiaries, subsidiaries is an individual or entity currently the subject or target of to any U.S. sanctions administered or enforced by the United States Government, including, without limitation, Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets ControlTreasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor ) or is the Company located, organized or resident in a country or territory that is the subject of Sanctionssanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria); and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other personperson or entity, to fund for the purpose of financing or facilitating any activities or business of or business with any person, or in any country or territory, that, that at the time of such funding, the financing or facilitating is the subject of to any Sanctions or in any other manner that will result in a violation of Sanctions by any person (who is subject to Sanctions, including any person participating in the transactionthis offering, whether as underwriter, advisorinvestor, investor advisor or otherwise) . The Company represents and covenants that for the past five years it and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was subject to Sanctions.