Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to any sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), the U.S. Department of Commerce, 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 Council (“UNSC”), the European Union, Her Majesty’s Treasury (“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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other 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 offering, 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 Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee employee, authorized representative or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf Affiliate of the Company or any of its subsidiaries is currently the subject to of any U.S. sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) Treasury, 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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of SanctionsSanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For The Company and its subsidiaries have not, in the past five 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 Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee employee, authorized representative or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) 's Treasury, 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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of SanctionsSanctions (each, a "Sanctioned Country"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For The Company and its subsidiaries have not, in the past five 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 Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company's subsidiary. This representation is made only if and to the extent that it would not result in a violation of the Council Regulation (EC) No. 2271/96 of 22 November 1996, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or any other applicable anti-boycott or similar laws or regulations.

No Conflict with Sanctions Laws. Neither None of the Company nor Company, the Guarantor, any of its the Guarantor’s other subsidiaries noror, to the knowledge of the Company and or the GuarantorsGuarantor, any director, officer, agent, employee employee, affiliate or affiliate representative of the Company Company, the Guarantor or any of its subsidiaries or the Guarantor’s other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or target of any sanctions administered or enforced by the U.S. government United States Government, (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), the U.S. Department of Commerce, ) 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 Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, the Guarantor, or any of its the Guarantor’s other subsidiaries 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, Korea and Syria and Crimea (each, a “Sanctioned Country”). The ; and the Company will not, directly or indirectly, use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other person, person (i) to fund or facilitate any activities of or business with any person person, or in any country or territory that, at the time of such fundingfunding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Company, the Guarantor and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not knowingly engage 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 any Sanctions or with any Sanctioned Country.

No Conflict with Sanctions Laws. Neither the Company nor Company, the Operating Partnership, or any of its subsidiaries their subsidiaries, directors, officers or employees, nor, to the knowledge of the Company and the GuarantorsCompany, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its their subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, 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 Council (“UNSC”)Council, the European Union, Her His Majesty’s Treasury (“HMT”) Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, the Operating Partnership or any of its their subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or in any other country or territory that is the subject of Sanctions (each, a “Sanctioned Country”). The ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringsale of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other person, person or entity (i) to fund or facilitate any activities of or business with any 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 or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriterAgents, Forward Sellers, Forward Purchasers, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Company, the Operating Partnership and its their subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not knowingly engage 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 Sanctions Laws. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge Knowledge of the Company and the GuarantorsCompany, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries directors, officers, employees, agents or other person associated with or Person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or, to the Knowledge of the Company, the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, includingincluding the so-called Donetsk People’s Republic, without limitationso-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”). The ; and the Company will not, not directly or indirectly, knowingly indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, Person or entity (i) to fund or facilitate any activities of or business with any person Person that, at the time of such fundingfunding or facilitation, is the subject or target of Sanctions, in violation of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or Country, in any other country or territory, that, at the time of such funding, is the subject violation of Sanctions, or (iiiii) in any other manner that will result in a violation by any person Person (including any person Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person 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 Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officerofficer or employee of the Company or any of its subsidiaries, agentnor to the knowledge of the Company and the Note Guarantors, employee any agent or affiliate of the Company or any of its subsidiaries subsidiaries, or other person associated benefiting in any capacity in connection with or acting on behalf of the Company or any of its subsidiaries this Agreement, is currently subject to or the target of any sanctions administered or imposed by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions, Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea Crimea) (each, a “Sanctioned Country”). The ; none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, person or entity (i) to fund or facilitate any activities of or business with any person thator entity, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other country or territory, that, at the time of such fundingfunding or facilitating, is the subject of Sanctions, Sanctions or (ii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. For (yy) REIT Status. Commencing with the past five yearsCompany’s taxable year ended December 31, 2013, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code; and its subsidiaries have not knowingly engaged in proposed method of operation will enable it to continue to meet the requirements for qualification and are not now knowingly engaged in any dealings or transactions with any person that at taxation as a REIT under the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCode.

No Conflict with Sanctions Laws. Neither None of the Company nor Company, its directors or officers or any of its the Spectrum Entities (with respect to the Acquired Autocare Business) or any of their respective subsidiaries nor, to the knowledge of the Company and the GuarantorsCompany, any directortheir employees or agents, officer, agent, employee or affiliate of the Company or any of its subsidiaries Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or any of the Spectrum Entities (with respect to the Acquired Autocare Business) (A) is currently the subject to or the target of any sanctions administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, ) 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 Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries or any of the Spectrum Entities (with respect to the Acquired Autocare Business) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions, including, without limitation, the Crimea Region, Cuba, Iran, North Korea, Korea and Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other country or territory, that, at the time of such funding, is the subject of comprehensive Sanctions (each, a “Sanctioned Country”); (B) will directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past last five years, none of the Company and its subsidiaries nor the Spectrum Entities (with respect to the Acquired Autocare Business) 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 Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee employee, authorized representative or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) 's Treasury, 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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of SanctionsSanctions (each, a "Sanctioned Country"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For The Company and its subsidiaries have not, in the past five 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 Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company's subsidiary.

No Conflict with Sanctions Laws. Neither None of the Company nor Issuers or any of its subsidiaries their Subsidiaries nor, to the knowledge of the Company and the GuarantorsObligors, any director, officer, agent, affiliate, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company Issuers or any their Subsidiaries currently is an individual or entity that is, or that is owned or controlled by persons that are, (i) the subject of its subsidiaries is currently subject to any sanctions enforced or administered by the U.S. government United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of Treasury (“OFAC”), the U.S. Department of Commerce, 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 Council (“UNSC”)Council, the European Union, Her Union or His Majesty’s Treasury treasury (collectively, the “HMTSanctions”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries ii) located, organized organized, or resident in a country or territory that is the subject of comprehensive Sanctions, includingcurrently, without limitationthe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea regions of Ukraine, Cuba, Iran, North KoreaKorea and Syria (collectively, Syria and Crimea (each, a “Sanctioned CountryCountries”). The Company ; and the Issuers will notnot directly or, directly or indirectlyknowingly, indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, person or entity (iA) to fund or facilitate any activities of or business with any person or entity that, at the time of such fundingfunding or facilitation, is the subject target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiC) in any other manner that will could result in a violation by any person or entity (including any person participating in the offeringoffering and sale of Securities, whether as underwriterUnderwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five years, the Company and its subsidiaries Obligors have not knowingly engaged in and in, are not now knowingly to their knowledge engaged in in, and will not engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with or in any Sanctioned Country.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the GuarantorsCompany’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, State or the Bureau of Industry and Security of the U.S. Department of State and Commerce (including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, the United Kingdom, Her Majesty’s Treasury (“HMT”) ), or other relevant sanctions authority to which the Company and its subsidiaries are subject (collectively, “Sanctions” and any such authority, “Applicable Sanctions Authority”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria and Crimea (each, a “Sanctioned Country”). The ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other personperson or entity, in violation of applicable Sanctions, (i) to fund or facilitate any activities of or business with any 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 or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, Neither the Company and nor any of its subsidiaries have not knowingly engaged nor, to the knowledge of the Company, any director, officer, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in and are not now knowingly engaged in any a Sanctioned Country. The Company has disclosed to the Applicable Sanctions Authority all known dealings or transactions by the Company or any subsidiary within the past 5 years 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, and no fines or penalties have arisen as a result of such disclosures and the Company has no reason to believe that, other than potential immaterial fines or penalties previously disclosed to the Representatives, any fines or penalties will arise.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Coun- cil, the European Union, Her Majesty’s Treasury (“HMT”) 's Treasury, 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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country is in Cuba, Iran, Syria, North Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of SanctionsSanctions (each, a "Sanctioned Country"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For The Company and its subsidiaries have not, in the past five 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 Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company's subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officerofficer or employee of the Company or any of its subsidiaries, agentnor to the knowledge of the Company and the Note Guarantors, employee any agent or affiliate of the Company or any of its subsidiaries subsidiaries, or other person associated benefiting in any capacity in connection with or acting on behalf of the Company or any of its subsidiaries this Agreement, is currently subject to or the target of any sanctions administered or imposed by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria Korea and Crimea Syria) (each, a “Sanctioned Country”). The ; none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, person or entity (i) to fund or facilitate any activities of or business with any person thator entity, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other country or territory, that, at the time of such fundingfunding or facilitating, is the subject of Sanctions, Sanctions or (ii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. For (yy) REIT Status. Commencing with the past five yearsCompany’s taxable year ended December 31, 2013, through its taxable year ended December 31, 2020, the Company was organized and its subsidiaries have not knowingly engaged operated in conformity with the requirements for qualification and are not now knowingly engaged in any dealings or transactions with any person that at taxation as a real estate investment trust under the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCode.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officerofficer or employee of the Company or any of its subsidiaries, agentnor to the knowledge of the Company and the Note Guarantors, employee any agent or affiliate of the Company or any of its subsidiaries subsidiaries, or other person associated benefiting in any capacity in connection with or acting on behalf of the Company or any of its subsidiaries this Agreement, is currently subject to or the target of any sanctions administered or imposed by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria Korea and Crimea Syria) (each, a “Sanctioned Country”). The ; none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, person or entity (i) to fund or facilitate any activities of or business with any person thator entity, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other country or territory, that, at the time of such fundingfunding or facilitating, is the subject of Sanctions, Sanctions or (ii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. For (zz) REIT Status. Commencing with the past five yearsCompany’s taxable year ended December 31, 2013, through its taxable year ended December 31, 2020, the Company was organized and its subsidiaries have not knowingly engaged operated in conformity with the requirements for qualification and are not now knowingly engaged in any dealings or transactions with any person that at taxation as a real estate investment trust under the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCode.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the GuarantorsCompany, any director, officer, agent, employee or controlled or controlling affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. government Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, ) 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 Council (“UNSC”), the European Union, Her Majesty’s Treasury (“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 or the target of Sanctions, including, without limitation, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria and Crimea (each, a “Sanctioned Country”). The ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, person or entity (i) to fund or facilitate any activities of or business with any 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 or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offeringoffering of the Securities, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five 5 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 Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officerofficer or employee of the Company or any of its subsidiaries, agentnor to the knowledge of the Company and the Note Guarantors, employee any agent or affiliate of the Company or any of its subsidiaries subsidiaries, or other person associated benefiting in any capacity in connection with or acting on behalf of the Company or any of its subsidiaries this Agreement, is currently subject to or the target of any sanctions administered or imposed by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria Sudan and Crimea Syria) (each, a “Sanctioned Country”). The ; none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, person or entity (i) to fund or facilitate any activities of or business with any person thator entity, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other country or territory, that, at the time of such fundingfunding or facilitating, is the subject of Sanctions, Sanctions or (ii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. For (yy) REIT Status. Commencing with the past five yearsCompany’s taxable year ended December 31, 2013, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code; and its subsidiaries have not knowingly engaged in proposed method of operation will enable it to continue to meet the requirements for qualification and are not now knowingly engaged in any dealings or transactions with any person that at taxation as a REIT under the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCode.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers nor, to the knowledge of the Company and the Guarantorsor any Guarantor, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to any sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other personperson or entity, (i) to fund or facilitate any activities of or business with any person that, at the time of such fundingfunding or facilitation, is the subject of Sanctions, (ii) to fund or facilitate any Sanctioned Country activities of or business in or with any other country or territory, territory that, at the time of such funding, funding or facilitating is the subject of SanctionsSanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria) (each a “Sanctioned Country”), or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the 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 Sanctions Laws. Neither None of the Company nor Issuers or any of its subsidiaries their Subsidiaries nor, to the knowledge of the Company and the GuarantorsObligors, any director, officer, agent, affiliate, employee or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf of the Company Issuers or any their Subsidiaries currently is an individual or entity that is, or that is owned or controlled by persons that are, (i) the subject of its subsidiaries is currently subject to any sanctions enforced or administered by the U.S. government United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of Treasury (“OFAC”), the U.S. Department of Commerce, 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 Council (“UNSC”)Council, the European Union, Her Union or His Majesty’s Treasury treasury (collectively, the “HMTSanctions”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries ii) located, organized organized, or resident in a country or territory that is the subject of comprehensive Sanctions, includingcurrently, without limitationthe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea regions of Ukraine, Cuba, Iran, North KoreaKorea and Syria (collectively, Syria and Crimea (each, a “Sanctioned CountryCountries”). The Company ; and the Issuers will notnot directly or, directly or indirectlyknowingly, indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, person or entity (iA) to fund or facilitate any activities of or business with any person or entity that, at the time of such fundingfunding or facilitation, is the subject target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or in any other country or territory, that, at the time of such funding, is the subject of Sanctions, or (iiC) in any other manner that will could result in a violation by any person or entity (including any person participating in the offeringoffering and sale of Securities, whether as underwriterUnderwriter, advisor, investor or otherwise) of any applicable Sanctions. For the past five ten years, the Company and its subsidiaries Obligors have not knowingly engaged in and in, are not now knowingly to their knowledge engaged in in, and will not engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with or in any Sanctioned Country.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee em- ployee, authorized representative or affiliate of the Company or any of its subsidiaries or other person associated with or acting on behalf Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her Majesty’s Treasury (“HMT”) 's Treasury, 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, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of SanctionsSanctions (each, a "Sanctioned Country"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For The Company and its subsidiaries have not, in the past five 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 Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company's subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officerofficer or employee of the Company or any of its subsidiaries, agentnor to the knowledge of the Company and the Notes Guarantors, employee any agent or affiliate of the Company or any of its subsidiaries subsidiaries, or other person associated benefiting in any capacity in connection with or acting on behalf of the Company or any of its subsidiaries this Agreement, is currently subject to or the target of any sanctions administered or imposed by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”)Department, the U.S. Department of Commerce, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council (“UNSC”)Council, the European Union, Her any European Member State, or His Majesty’s Treasury (“HMT”) or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions, Sanctions (including, without limitation, the Crimea, Zaporizhzhia, and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria Korea and Crimea Syria) (each, a “Sanctioned Country”). The ; none of the Company or any of its subsidiaries have engaged in during the past five years, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the target of Sanctions or with any Sanctioned Country; and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, person or entity (i) to fund or facilitate any activities of or business with any person thator entity, at the time of such funding, is the subject of Sanctions, or any Sanctioned Country or in any other country or territory, that, at the time of such fundingfunding or facilitating, is the subject of Sanctions, Sanctions or (ii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. For (yy) REIT Status. Commencing with the past five yearsCompany’s taxable year ended December 31, 2013, through its taxable year ended December 31, 2020, the Company was organized and its subsidiaries have not knowingly engaged operated in conformity with the requirements for qualification and are not now knowingly engaged in any dealings or transactions with any person that at taxation as a REIT under the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCode.