Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of of, and with authority from, the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will notnot knowingly, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries orsubsidiaries or any director or officer, or to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of its Offered Securities under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries subsidiaries or any other person acting on behalf of the Company and its Subsidiariessubsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Company or Holding, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company will notnor Holding will, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person person, or in any country or territory that currently is the subject or target of to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries Transaction Entities, any of their respective subsidiaries or, to the Company’s knowledgeknowledge of the Transaction Entities, any director, officer, agent, agent or employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Transaction Entities or their respective subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company Transaction Entities will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee employee, or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner partner, or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, knowingly use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Company or the Operating Partnership, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries Subsidiary or any other person acting on behalf of the Company and its SubsidiariesSubsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and nor its Subsidiaries orSubsidiaries, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and neither the Company nor any of its Subsidiaries will notknowingly, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering Placement hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries subsidiaries, or any director or officer of the Company or its subsidiaries, or, to the knowledge of the Company’s knowledge, any director, officer, agent, agent or employee or affiliate of the Company and or its Subsidiaries or any other person acting on behalf of the Company and its Subsidiariessubsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and nor any of its Subsidiaries orsubsidiaries nor, to the Company’s knowledgeknowledge of the Company or any of its subsidiaries, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and nor its Subsidiaries orsubsidiary, nor to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and or its Subsidiaries subsidiary, or any other person acting on behalf of the Company and or its Subsidiariessubsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and neither the Company will notnor its subsidiary will, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries the Subsidiary or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries the Subsidiary or any other person acting on behalf of the Company and its Subsidiariesthe Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and or any of its Subsidiaries or any other person acting on behalf of the Company and or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and nor any of its Subsidiaries orsubsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or controlled affiliate of the Company and its Subsidiaries or any of its subsidiaries or other person acting on their behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”), ; and the Company will not, not knowingly directly or indirectly, indirectly use the proceeds of the Offering hereundertransactions contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries, any director, executive officer, or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries orCompany, the Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or Company, the Subsidiary nor any other person acting on behalf of the Company and its Subsidiariesor the Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and or any of its Subsidiaries or, to the Company’s knowledgeknowledge of the Company and each of the Guarantors, any director, officer, agent, employee or affiliate of the Company and or any of its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryGuarantor, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries orsubsidiaries or any director or officer, or to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of its Shares under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s 's knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“"OFAC”"), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company, any of its subsidiaries, any director or officer of the Company and or any of its Subsidiaries subsidiaries, or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Company, the Subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate (other than the Underwriters) of the Company and its or the Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company Buyer and its Subsidiaries or, to the CompanyBuyer’s knowledge, any director, officer, agent, employee or affiliate of the Company Buyer and its Subsidiaries or any other person acting on behalf of the Company Buyer and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company Buyer will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries Subsidiaires or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Public Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company, Holdings and Holdings’ other subsidiaries or, to the knowledge of the Company and its Subsidiaries or, to the Company’s knowledgeGuarantors, any director, officer, agent, employee or affiliate of the Company Company, Holdings and its Subsidiaries or any Holdings’ other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee employee, or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner partner, or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereundertransactions contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries ornor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any Subsidiary or any other person acting on behalf of the Company and its Subsidiariesor any Subsidiary, is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently that, at the time of such financing, is the subject to of any U.S. sanctions administered by OFACOFAC prohibiting such financing.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the Knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject a prohibited person pursuant to or in violation of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entityPerson, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any penalties or enforcement action for violations of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and nor its Subsidiaries Subsidiary or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and or its Subsidiaries Subsidiary or any other person acting on behalf of the Company and or its SubsidiariesSubsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Company or the Guarantor, any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds from the sales of the Offering Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries, directors or officers, or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, agent or employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of its subsidiaries, or affiliate controlled by the Company and its SubsidiariesCompany, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None Except as would not have a Material Adverse Effect, none of the Company and Company, any of its Subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and or any of its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries or, to the Company’s knowledgeknowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate Affiliate of the Company and or any of its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, or to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing or facilitating the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Company or any of the Guarantors, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries orCompany, any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or Company, any Subsidiary nor any other person acting on behalf of the Company and its Subsidiariesor any Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and nor any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Company or the Guarantors, any director, officer, agent, employee or affiliate of the Company and or its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company nor any Guarantor will not, directly or indirectly, indirectly use the proceeds of the Offering offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries or, to the Company’s knowledge, subsidiaries or any director, officer, agentor employee thereof, employee or affiliate nor to the knowledge of the Company and its Subsidiaries or any other person acting on behalf of its subsidiaries, any agent of the Company and or any of its Subsidiariessubsidiaries, is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently the subject to of any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares to be issued and sold by the Company hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries Company, any of the Subsidiaries, any director, executive officer, or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and or its Subsidiaries or any other person acting on behalf of the Company and or its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Significant Subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Significant Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries nor the Subsidiary or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or the Subsidiary or any other person acting on behalf of the Company and its Subsidiariesor the Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“"OFAC”"), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries orsubsidiaries or any director, officer, employee or controlled affiliate, nor to the Company’s knowledge, any director, officer, agent, employee agent or non-controlled affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries orCompany, the Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or the Subsidiary nor any other person acting on behalf of the Company and its Subsidiariesor the Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any the subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries orCompany, any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any Subsidiary nor any other person acting on behalf of the Company and its Subsidiariesor any Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries, any director, executive officer or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Significant Subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Significant Subsidiaries is currently subject to in violation of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to in violation of any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), except for any such sanctions that would not have a Material Adverse Effect; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares to be issued and sold by the Company hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries or any other person acting on behalf of its subsidiaries or, to the knowledge of the Company and its SubsidiariesCompany, the Acquisition Assets is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. (i) None of the Company and Company, any of its Subsidiaries orsubsidiaries or any director, officer or employee, or to the Company’s knowledge, any directoragent or other affiliate, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering and sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderoffering of the Shares hereunder or the Private Placement Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None To the knowledge of the Company and its Subsidiaries orCompany, to none of the Company’s knowledge, any of its subsidiaries or any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to the target of any proceeding, investigation, suit or other action arising out of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, “Sanctions”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACSanctions.

Compliance with OFAC. None Neither of the Company and its Subsidiaries oror any Subsidiary, nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any Subsidiary or any other person acting on behalf of the Company and its Subsidiariesor any Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Operating Partnership, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Operating Partnership, any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries Operating Partnership or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company Operating Partnership will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Securities to be issued and sold by the Company hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunderprivate placement contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and or its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None Except as would not, individually or in the aggregate, have a Material Adverse Effect, none of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, officer or employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently expressly subject in writing to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, not use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person known to be currently subject to any U.S. sanctions administered by OFACOFAC to the extent the same would be prohibited under applicable laws.

Compliance with OFAC. None of Neither the Company and its Subsidiaries orCompany, any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or the Subsidiary nor any other person acting on behalf of the Company and its Subsidiariesor any Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company, any of its subsidiaries, the Trust or, to the knowledge of the Company and its Subsidiaries or, to the Company’s knowledgeTrust, any director, officer, agent, employee or affiliate Affiliate of the Company and Company, any of its Subsidiaries subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Trust is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and none of the Company, and any of its subsidiaries or the Company Trust will not, directly or indirectly, indirectly use the proceeds of the Offering hereunderthis offering, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Company, any of the Subsidiaries or, to the best knowledge of the Company after due inquiry, any Drilling Partnership, or, to the best knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Company, any of the Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Drilling Partnership is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, 11 (NY) 27961/057/UA/ua.doc employee or affiliate Affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“"OFAC”"), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None Neither the Company nor any of its subsidiaries nor any officer or employee of the Company or any of its subsidiaries, nor, to the knowledge of the Company and its Subsidiaries or, to the Company’s knowledgeGuarantors, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering hereunderOffered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently identified on the lists of sanctioned persons as being subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to in violation of any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Operating Partnership, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Operating Partnership, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries Operating Partnership or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company Operating Partnership will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any directorof the directors, officerofficers, agentagents, employee employees or affiliate affiliates of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACOFAC in the manner set forth under “Use of Proceeds”.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s 's knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and its Subsidiaries ornor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries (acting in such capacity) or any other person acting on behalf of the Company and its Subsidiaries(acting in such capacity), is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently that, at the time of such financing, is the subject to of any U.S. sanctions administered by OFACOFAC prohibiting such financing.

Compliance with OFAC. None of Neither the Company and its Subsidiaries nor the Subsidiary or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or the Subsidiary or any other person acting on behalf of the Company and its Subsidiariesor the Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering sale by the Company of the Shares to be sold by it hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and to the knowledge of the Company, and the Company it will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACOFAC or in a manner which is prohibited under the Israeli Trading with the Enemy Ordinance — 1939.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company and its Subsidiaries will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union or other relevant sanctions authority; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the Company’s knowledgeknowledge of the Issuers, Parent and each Subsidiary Guarantor, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company Issuers will not, not directly or indirectly, indirectly use the proceeds of the Offering 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, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Holdings, TXOK or any of their respective subsidiaries, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate Affiliate of the Company and its Subsidiaries Holdings, TXOK or any other person acting on behalf of the Company and its Subsidiaries, their respective subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“"OFAC”"), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of Neither the Company and nor any of its Subsidiaries orsubsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or controlled affiliate of the Company and its Subsidiaries or any of its subsidiaries or other person acting on behalf of the Company and its Subsidiariestheir behalf, is currently subject to or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”), ; and the Company will notnot knowingly, directly or indirectly, use the proceeds of the Offering hereundertransactions contemplated hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person person, or in any country or territory, that currently is the subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries orPartnership Entities nor any director or officer, nor, to the Company’s knowledgeknowledge of the Partnership, any director, officer, agent, employee employee, affiliate or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Partnership Entities is currently the subject to of any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company Partnership will not, not directly or indirectly, indirectly use any of the proceeds from the sale of Securities by the Offering hereunderPartnership in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing any activities or business of or with any person or entity or in any country or territory that, at the activities time of such funding or facilitation, is the subject of any person currently subject to any U.S. sanctions administered by OFACOFAC sanctions.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company will notnor the Selling Subsidiaries will, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None Neither the Company nor any of its subsidiaries nor any officer or employee of the Company and or any of its Subsidiaries orsubsidiaries, nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”), ; and the Company will not, not directly or indirectly, indirectly use the proceeds of the Offering hereunderOffered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, or any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Significant Subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, Significant Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Office Control of the U.S. Department of the Treasury (“OFAC”), ; and the Company will not, directly or indirectly, use the proceeds of the Offering offering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Compliance with OFAC. None of the Company and Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), ; and neither the Company will notnor any subsidiary of the Company will, directly or indirectly, use the proceeds of the Offering offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.