Common use of No Conflict with OFAC Laws Clause in Contracts

No Conflict with OFAC Laws. None of the Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries is (A) an individual or an 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 (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (B) 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 Notes, 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 (each, a “Sanctioned Country”), 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. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

No Conflict with OFAC Laws. None Neither the Company nor any of its subsidiaries or, to the knowledge of the Company, any of its subsidiaries, any director, officer, agent, employee, employee or affiliate or representative of the Company or any of its subsidiaries is (A) an individual or an entity (“Person”) currently the subject or target of any sanctions administered or enforced by (i) the United States Government, including including, without limitation limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), (ii) the United Nations Security Council, (iii) the European Union, Union or (iv) Her Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), or (B) neither the Company nor any of its subsidiaries is 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, knowingly use the proceeds of the sale of the NotesSecurities hereunder, or knowingly lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other Personperson, (x) 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 (each, a “Sanctioned Country”), or y) in any other manner that will result in a violation by any Person person (including any Person person participating in the transactiontransactions, whether as dealer manager, underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, Any certificate signed by an officer of the Company and its subsidiaries have not knowingly engaged in delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and are not now knowingly engaged in any dealings or transactions with any person that at warranty by the time of Company to each Underwriter as to the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countrymatters set forth therein.

No Conflict with OFAC Laws. None Neither the Company nor any controlled affiliate of the Company nor, to the Company, any of its subsidiaries’s knowledge, any director, officer, agent, employee, affiliate agent or representative employee of the Company or any of its subsidiaries is (A) an individual or an entity (“Person”) currently the subject or the target of any sanctions administered or enforced by the United States GovernmentU.S. government, including (including, without limitation limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), or (B) nor is the Company located, organized or resident in a country or territory that is the subject or target of Sanctions; , including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and the Syria (each, a “Sanctioned Country”). The Company will not not, directly or indirectly indirectly, use the proceeds of the sale of the Notesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other Personperson to (i) fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) use in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). For the past 5 years, the Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Personperson, or in any country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), 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. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

No Conflict with OFAC Laws. None of the Company, any of its subsidiariessubsidiaries or, to the knowledge of the Company, any director, officer, affiliate, agent, employee, affiliate employee or representative of the Company or any of its subsidiaries is (A) an individual or an entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or target of any sanctions administered or enforced by the United States Government, including including, without limitation limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or nor (Bii) located, organized or resident in a country or territory that is the subject of Sanctions; and the Company and the Operating Partnership will not directly or indirectly use the proceeds of the sale of the NotesSecurities, 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 (each, a “Sanctioned Country”), 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. For the past five yearsSince inception, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

No Conflict with OFAC Laws. None Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of its subsidiaries, any director, officer, officer or employee of the Company or any agent, employee, or affiliate or representative other person associated with or acting on behalf of the Company or any of its subsidiaries is (A) an individual or an entity (“Person”) currently the subject or the target of any sanctions administered or enforced by the United States U.S. Government, including (including, without limitation limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control Treasury (“OFAC”)) or the U.S. Department of State and including, without limitation, the United Nations Security Council, the European Union, Her Majesty’s Treasurydesignation as a “specially designated national” or “blocked person”), or other relevant sanctions authority having jurisdiction over the Company or any of its subsidiaries (collectively, “Sanctions”), nor is the Company or (B) any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the NotesSecurities 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 or facilitate any activities of or business with any Person, or in any country or territory, person that, at the time of such fundingfunding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (each, a “Sanctioned Country”), or iii) 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, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five 5 years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of Sanctions.

No Conflict with OFAC Laws. None Neither the Company, the Guarantor, nor the Subsidiaries, nor any controlled affiliate of the Company, the Guarantor or any of its subsidiariesthe Subsidiaries, nor, to the Company’s and the Guarantor’s knowledge, any director, officer, agent, employee, affiliate agent or representative employee of the Company Company, the Guarantor or any of its subsidiaries the Subsidiaries, is (A) an individual or an entity (“Person”) currently the subject or the target of any sanctions administered or enforced by the United States GovernmentU.S. government, including (including, without limitation limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), or (B) nor is the Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions; , including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”). The Company and the Company Guarantor will not not, directly or indirectly indirectly, use the proceeds of the sale of the Notesoffering, or lend, contribute or otherwise make available such proceeds to any subsidiariessubsidiary, joint venture partners partner or other Personperson to (i) fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) use in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). For the past 5 years, the Company, the Guarantor and the Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Personperson, or in any country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), 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. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

No Conflict with OFAC Laws. None of the Company, any of its subsidiaries, any director, officerofficer or, to the knowledge of the Company, any agent, employee, affiliate or representative other person acting on behalf of the Company or any of its subsidiaries is (Ai) an individual or an entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including including, without limitation limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), ) or (Bii) 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 Notes, 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 (each, a “Sanctioned Country”), 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. For To the knowledge of the Company, for the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with (i) any person Person that at the time of the dealing or transaction was or is or was the subject or the target of Sanctions or with (ii) any Sanctioned Countrycountry or territory that was or is the subject of Sanctions.