Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Issuer nor any of its subsidiaries, directors, officers or employees nor, to the knowledge of the Issuer, any agent, or affiliate or other person associated with or acting on behalf of the Issuer or any of its subsidiaries is currently the subject 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 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, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer will not 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer 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 Issuer nor Parent Guarantor, any of its subsidiaries, directors, officers or employees norsubsidiaries or, to the knowledge of the IssuerParent Guarantor, any director, officer, agent, or employee, affiliate or other person associated with or acting on behalf representative of the Issuer Parent Guarantor or any of its subsidiaries is currently an individual or entity that is currently, or is owned or controlled by individuals or entities that are, the subject or the 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 the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Control, the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer Parent Guarantor or any of its subsidiaries subsidiaries, except as otherwise disclosed in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), 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, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and neither the Issuer will not Company nor the Parent Guarantor will, directly or indirectly indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity 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 funding or facilitation, is the subject of Sanctions (currently Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, and the so-called Donetsk Peoples Republic and so-called Luhansk People’s Republic) or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer The Parent Guarantor and its subsidiaries have instituted and maintain policies and procedures designed to prevent Sanctions violations (by the Parent Guarantor and its subsidiaries and by persons associated with the Parent Guarantor and its subsidiaries). The representation in this clause (mm) is provided to (i) each Underwriter domiciled in the European Union only if and to the extent that it does not knowingly engaged result in and are not now knowingly engaged a violation of the Council Regulation (EC) Nx. 0000/00 xx 00 Xxxxxxxx 0000 (xxx “Blocking Regulation”) or any laws or regulations implementing the Blocking Regulation in any dealings or transactions with any person that at the time member state of the dealing European Union, (ii) each Underwriter domiciled in the United Kingdom if and to the extent that it does not result in a violation of the Blocking Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) or transaction is any similar blocking or was anti-boycott law in the subject United Kingdom and (iii) Deutsche Bank and any other Underwriter domiciled in Germany only if and to the extent that it does not result in a violation of Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or the target of Sanctions any other applicable anti-boycott or with any Sanctioned Countrysimilar laws or regulations.

No Conflict with Sanctions Laws. Neither None of the Issuer nor Parent Guarantor, any of its subsidiaries, directors, officers or employees norsubsidiaries or, to the knowledge of the IssuerParent Guarantor, any director, officer, agent, or employee, affiliate or other person associated with or acting on behalf representative of the Issuer Parent Guarantor or any of its subsidiaries is currently an individual or entity that is currently, or is owned or controlled by individuals or entities that are, the subject or the 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 the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Control, the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer Parent Guarantor or any of its subsidiaries subsidiaries, except as otherwise disclosed in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), 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, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and neither the Issuer will not Company nor the Parent Guarantor will, directly or indirectly indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity 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 funding or facilitation, is the subject of Sanctions (currently Crimea region of Ukraine, Cuba, Iran, North Korea, Syria, and the so-called Donetsk Peoples Republic and so-called Luhansk People’s Republic) or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer The Parent Guarantor and its subsidiaries have not knowingly engaged in instituted and are not now knowingly engaged in any dealings or transactions maintain policies and procedures designed to prevent Sanctions violations (by the Parent Guarantor and its subsidiaries and by persons associated with any person that at the time Parent Guarantor and its subsidiaries). Any certificate signed by an officer of the dealing Company or transaction is any Guarantor and delivered to the Underwriters or was to counsel for the subject Underwriters shall be deemed to be a representation and warranty by the Company or such Guarantor to each Underwriter as to the target of Sanctions or with any Sanctioned Countrymatters set forth therein.

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiaries, directors, officers or employees subsidiaries nor, to the knowledge of the IssuerCompany, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf of the Issuer Company or any of its subsidiaries (in their capacities as such) is currently the subject 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 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, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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, Cuba, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Syria and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer Company will not not, directly or indirectly indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, 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 the target of Sanctions, except to the extent then permitted for a person required to comply with Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer 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 that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, except (A) to the extent then permitted for a person required to comply with Sanctions or (B) as disclosed to the Representatives and are not material to the Company. Notwithstanding the foregoing provisions of this subsection (jj), any violation by the Company or any of its subsidiaries of EU Council Regulation (EC) No 2271/96 of 22 November 1996 as amended by Commission Delegated Regulation (EU) 2018/1100, the so-called “Blocking Statute,” shall not constitute a breach of this subsection (jj).

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiaries, directors, officers or employees nor, to the knowledge of the IssuerCompany, any agent, or affiliate or other person associated with or acting on behalf of the Issuer Company or any of its subsidiaries is currently the subject 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 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, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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, Iran, North Korea, Syria, BelarusVenezuelan State-owned entities, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer Company will not 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer 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 Issuer nor Company, the Operating Partnership, or any of its their subsidiaries, directors, officers or employees employees, nor, to the knowledge of the IssuerCompany, any agent, or affiliate or other person associated with or acting on behalf of the Issuer Company, the Operating Partnership or any of its their subsidiaries is currently the subject 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 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, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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, Belarusthe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Republic or in any other country or territory that is the non-government controlled areas subject of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Sanctions (each, a “Sanctioned Country”); and the Issuer Company will not directly or indirectly use the proceeds of the offering sale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterManager, Forward Seller, Forward Purchaser, advisor, investor or otherwise) of Sanctions. For the past 5 five years, the Issuer 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 Issuer nor Company, the Operating Partnership, or any of its their subsidiaries, directors, officers or employees employees, nor, to the knowledge of the IssuerCompany, any agent, or affiliate or other person associated with or acting on behalf of the Issuer Company, the Operating Partnership or any of its their subsidiaries is currently the subject 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 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, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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, Belarusthe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Republic or in any other country or territory that is the non-government controlled areas subject of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Sanctions (each, a “Sanctioned Country”); and the Issuer Company will not directly or indirectly use the proceeds of the offering sale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterManager, advisor, investor or otherwise) of Sanctions. For the past 5 five years, the Issuer 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 None of the Issuer nor Company, any of its subsidiaries, directors, officers any director or employees norofficer of the Company or, to the knowledge of the IssuerCompany, any agentemployee, or controlled affiliate or other person associated with or acting on behalf of the Issuer Company or any of its subsidiaries is currently the subject or the 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 the 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, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, including without limitation, Cuba, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Syria and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and the Issuer Company will not directly or indirectly use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 five years, the Issuer 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 Issuer Company nor any of its subsidiaries, directors, officers or employees Subsidiaries nor, to the knowledge of the IssuerCompany or any Guarantor, any director, officer, agent, employee or affiliate or other person associated with or acting on behalf Affiliate of the Issuer Company or any of its subsidiaries Subsidiaries is currently the subject a person with whom dealings are prohibited or the target of restricted under any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of the Treasury or Commerce, 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, the European Union, His or Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Issuer Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitationincluding Crimea, Cuba, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Korea and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); and the Issuer . The Company will not not, directly or indirectly indirectly, use any of the proceeds of the offering of the Securities hereundercontemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity person, (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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, or (iii) in any other manner that will manner, in each if such would result in a violation by any person (including any person participating in the transactionoffering, whether as initial purchaser, underwriter, advisor, investor or otherwise) , of Sanctions. For the past 5 five years, the Issuer Company and its subsidiaries have not knowingly engaged in and in, 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 of the target of Sanctions or with any Sanctioned Country.

No Conflict with Sanctions Laws. Neither None of the Issuer nor Parent Guarantor, any of its subsidiaries, directors, officers or employees norsubsidiaries or, to the knowledge of the IssuerParent Guarantor, any director, officer, agent, or employee, affiliate or other person associated with or acting on behalf representative of the Issuer Parent Guarantor or any of its subsidiaries is currently the subject or the 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 the Treasury or the U.S. Department of State and including, without limitation, the designation as a (“specially designated national” or “blocked personOFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer Parent Guarantor 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, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and neither the Issuer will not Company nor the Parent Guarantor will, directly or indirectly indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity 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 funding or facilitationfunding, is the subject of Sanctions (currently Iran, North Korea, Sudan, Syria, Cuba and the region of Crimea) or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer The Parent Guarantor and its subsidiaries have instituted and maintain policies and procedures designed to prevent Sanctions violations (by the Parent Guarantor and its subsidiaries and by persons associated with the Parent Guarantor and its subsidiaries). With regard to Deutsche Bank, Xxxxxxx Xxxxx International and UniCredit Bank AG, this representation and warranty shall apply only and if to the extent that it does not knowingly engaged result in and are not now knowingly engaged in any dealings or transactions with any person that at the time a violation of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCouncil Regulation (EC) Xx. 0000/00 xx 00 Xxxxxxxx 0000.

No Conflict with Sanctions Laws. Neither the Issuer Company nor any of its subsidiaries, directors, officers or employees employees, nor, to the knowledge of the IssuerCompany, any agent, or affiliate or other person associated with or acting on behalf of the Issuer Company or any of its subsidiaries is currently the subject 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”) 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, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or Company, 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, the Crimea region, Venezuela, Cuba, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Sudan and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); and the Issuer Company will not 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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. For the past 5 five years, the Issuer 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 Issuer Company nor any of its subsidiariesSubsidiaries (collectively, directorsthe “Entity”), officers or employees nor, to the knowledge Entity’s knowledge, any director, officer, employee agent, affiliate, joint venture or representative of the IssuerEntity, any agentis an individual or entity (“Person”) that is, or affiliate is owned or other person associated with or acting on behalf of the Issuer or any of its subsidiaries controlled by, a Person that is currently (i) the subject or the target of any sanctions administered or enforced by the U.S. Government (includinggovernment, including without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person” (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region and the non-government controlled areas of the Kherson and Zaporizhzhia and Kherson Regions regions of Ukraine, the Crimea region of Ukraine Cuba, Iran, North Korea, Sudan and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); . The Entity represents and the Issuer covenants that it will not not, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person (iA) to fund or facilitate any activities or business of or business with any person Person or in any country or territory that, at the time of such funding 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 (iiiB) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions). For the past 5 yearsThe Entity represents and covenants that it has not, the Issuer and to its subsidiaries have not knowingly knowledge engaged in and are in, is 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 Country.

No Conflict with Sanctions Laws. Neither None of the Issuer nor Parent Guarantor, any of its subsidiaries, directors, officers or employees norsubsidiaries or, to the knowledge of the IssuerParent Guarantor, any director, officer, agent, or employee, affiliate or other person associated with or acting on behalf representative of the Issuer Parent Guarantor or any of its subsidiaries is currently an individual or entity that is currently, or is owned or controlled by individuals or entities that are, the subject or the 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 the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer Parent Guarantor or any of its subsidiaries subsidiaries, except as otherwise disclosed in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), 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, Belarus, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 (each, a “Sanctioned Country”); and neither the Issuer will not Company nor the Parent Guarantor will, directly or indirectly indirectly, use the proceeds of the offering sale of the Securities hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity 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 funding or facilitation, is the subject of Sanctions (currently Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, North Korea, Syria, and the so-called Donetsk Peoples Republic and so-called Luhansk People’s Republic regions of Ukraine) or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 5 years, the Issuer The Parent Guarantor and its subsidiaries have not knowingly engaged in instituted and are not now knowingly engaged in any dealings or transactions maintain policies and procedures designed to prevent Sanctions violations (by the Parent Guarantor and its subsidiaries and by persons associated with any person that at the time Parent Guarantor and its subsidiaries). Any certificate signed by an officer of the dealing Company or transaction is any Guarantor and delivered to the Underwriters or was to counsel for the subject Underwriters shall be deemed to be a representation and warranty by the Company or such Guarantor to each Underwriter as to the target of Sanctions or with any Sanctioned Countrymatters set forth therein.

No Conflict with Sanctions Laws. Neither the Issuer No Partnership Party, nor any of its subsidiariessubsidiary, directorsdirector or officer thereof, officers or employees nor, to the knowledge of any of the IssuerPartnership Parties, any employee, agent, or affiliate or other person associated with or acting on behalf of the Issuer any Partnership Party or any of its subsidiaries subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is, currently the subject 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. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State Department, and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European UnionUnion and any of its member states, His Majesty’s Treasury, or any other relevant applicable sanctions laws or authority (collectively, “Sanctions”), nor is are any of the Issuer Partnership Parties 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, Belarusthe Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia Cuba, Iran, North Korea and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 Syria (each, a “Sanctioned Country”); and the Issuer Partnership will not directly or indirectly use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person to (i) to fund or facilitate any activities or business of or business with any person Person that, at the time of such funding or facilitation, is the subject or the target of any Sanctions in violation of applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of applicable Sanctions or (iii) in any other manner that will result in a violation of any Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as initial purchaser, underwriter, advisor, investor or otherwise) of Sanctions). For the past 5 years, the Issuer Each Partnership Party and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in 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 any Sanctions or with any Sanctioned Country, in each case except as authorized under applicable Sanctions.

No Conflict with Sanctions Laws. Neither None of the Issuer nor Company, its directors or officers or any of its subsidiaries, directors, officers the Spectrum Entities (with respect to the Acquired Autocare Business) or employees any of their respective subsidiaries nor, to the knowledge of the IssuerCompany, any agenttheir employees or agents, or affiliate Affiliate or other person associated with or acting on behalf of the Issuer Company or any of its subsidiaries or any of the Spectrum Entities (with respect to the Acquired Autocare Business) (A) is currently the subject 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”) 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, His Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer 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 the target of comprehensive Sanctions, including, without limitation, the Crimea Region, Cuba, Iran, North KoreaKorea and Syria or in any other country or territory, Syriathat, Belarusat the time of such funding, is the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas subject of the Zaporizhzhia and Kherson Regions of Ukraine, the Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to the Executive Order 14065 comprehensive Sanctions (each, a “Sanctioned Country”); and the Issuer (B) will not 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 the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past last 5 years, none of the Issuer 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.