Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any director, officer of the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither None of the Company Transaction Entities, nor any of its subsidiaries northeir respective subsidiaries, any trustee, director, officer or, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee affiliate or Affiliate representative of the Company Transaction Entities or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”)entity, or is owned or controlled by an OFAC Personindividual or entity, that 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 Department (“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, or Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); Sanctions; and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person individual or entity (i) to fund or facilitate any activities of or business with any OFAC Person individual or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person individual or entity (including any OFAC Person individual or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s Sanctions; since inception, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person prohibited by Sanctions, that at the time of the dealing or transaction was known to the Transaction Entities to be prohibited by such Sanctions; and the Transaction Entities and their respective subsidiaries will not engage in any transactions prohibited by Sanctions, that at the time of the transaction is or was known to the subject or the target of Sanctions or with any Sanctioned CountryTransaction Entities to be prohibited by such Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an a “Company OFAC Person”), or is owned or controlled by an a Company OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Russia and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Company OFAC Person (i) to fund or facilitate any activities of or business with any Company OFAC 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 or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that will result in a violation by any Company OFAC Person (including any Company OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Company OFAC Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officer, employee of the Company or any agent, employee affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. federal government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast three years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, affiliates or representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, Bank Negara Malaysia or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, affiliates or representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate controlled affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of to 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company 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, CrimeaCuba, CubaBurma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of to 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, ’s knowledge. any director, officer, agent, employee employee, Affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s 's Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or representatives will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor any of its subsidiaries noror, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or Affiliate affiliate of the Company or any other person acting on behalf of its subsidiaries the Company, is an individual or entity (an “OFAC Person”)currently subject to, or is owned or controlled by an OFAC Personthe target of, that is currently the subject or 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the offeringOffering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror any director or officer, or to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any to 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, the Crimea region and Syria (each, a “Sanctioned Country”); and neither the Company will not nor any of its subsidiaries will, directly or indirectly indirectly, use the proceeds of the offeringoffering 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 OFAC Person person or entity for the purpose of (i) to fund funding or facilitate facilitating any unauthorized activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund funding or facilitate facilitating any unauthorized activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation violating by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any unauthorized dealings or transactions with any OFAC Person person that at the time of the such dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is . Neither the Company or nor any of its subsidiaries is located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe non-government controlled areas of Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic or so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and ) (other than any dormant subsidiary of the Company will that is not directly currently conducting business in a country or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, territory that is the subject or the target of Sanctions). For the past five years, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating except as otherwise described in the transactionRegistration Statement, whether as underwriter, advisor, investor or otherwise) the Time of Sanctions. Since Sale Information and the Company’s inceptionProspectus, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC 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 CountryCountry to the extent such action is prohibited under applicable Sanctions. It is acknowledged and agreed that the representation in this clause (ee) of this Agreement is only sought and given to the extent that it would not violate Regulation (EC) 2271/96.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is (A) an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and (including, without limitation, the designation as a “specially designated designed national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, each a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringsale of the Notes, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiarysubsidiaries, joint venture partner partners or other OFAC Person Person, (i) to unlawfully fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to unlawfully 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 OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any unlawful dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries subsidiary is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries subsidiary have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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 (“OFAC”) or of the Treasury, 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, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”). Neither the Company nor any of its subsidiaries nor, nor is to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); , currently the Crimea region of Ukraine, Cuba, Iran, North Korea and the Syria. The Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund for the purpose of funding or facilitate any facilitating the activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inceptionExcept as is otherwise authorized or permitted by applicable law or regulation, neither the Company and nor any of its subsidiaries have not knowingly engaged in and are not now has knowingly engaged in any dealings or transactions (x) with any OFAC Person person that at the time of the dealing or transaction is or was the subject of Sanctions, or the target of Sanctions (y) with or with in any Sanctioned Country, in each case, in the preceding five years.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea Region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any director, officer of the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “"OFAC Person”"), or is owned or controlled by an OFAC Person, that is currently the subject or 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 (“"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 Council, the European Union, Her His Majesty’s 's Treasury, or other relevant sanctions authority (collectively, “"Sanctions”"), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “"Sanctioned Country”"); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s 's inception, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC 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.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany and its subsidiaries, any director, officer, employee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (each such country or territory, including, without limitation, Crimeaa “Sanctioned Country,” (at the time of this Agreement, Cuba, Iran, North Korea, Sudan Syria and Syria (each, a “Sanctioned Country”the Crimea region of Ukraine)); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and the Company and its subsidiaries are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor any of the directors, officers or employees of the Company or any of its subsidiaries, nor, to the knowledge of the CompanyCompany or the Partnership, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Union or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and neither the Company nor any of its subsidiaries will not directly or indirectly use the proceeds of the offeringoffering of the Underwritten Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither (i) None of the Company nor Parent or any of its subsidiaries nor, to the knowledge of the CompanyParent, any director, officer, agent, employee or Affiliate affiliate of the Company Parent or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that A) is currently subject to or, to the subject or knowledge of the Parent, 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 (“OFAC”) or of Treasury, the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor ; or (B) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”)); (ii) the Issuers and the Company Guarantors will not directly or indirectly use the proceeds of the offeringoffering of Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund person or facilitate any entity, for the purpose of financing the activities of any person, or business with in any OFAC Person thatcountry or territory, at the time of such funding or facilitation, that currently is the subject or the target of Sanctions, (ii) to fund Sanctions or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner by the Company or any of its subsidiaries or, to the knowledge of the Issuers or the Guarantors, by any other person that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company Parent 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 OFAC Person individual or entity, 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 Sanctions. The Parent and its subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with any Sanctioned CountrySanctions.

Compliance with OFAC. Neither the Company nor any of its Subsidiaries, nor any director or officer of the Company or any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her His Majesty’s 's Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors, officers, employees, agents, Affiliates or representatives will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country, except for such that would not individually or in the aggregate result in a Material Adverse Change.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions to the extent prohibited by applicable law, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 to the extent such activity is prohibited under applicable Sanctions or (iii) in any other manner that will result in a violation by any OFAC Person (party to this Agreement, including any OFAC Person participating in the transactionUnderwriters listed on Schedule 1, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, except (x) as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus and (y) as disclosed by the Company in writing to the Underwriters on the date hereof, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry to the extent such action is prohibited under applicable Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries norsubsidiaries, or, to the knowledge of the Company, any director, officer, any agent, affiliate, employee or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company 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, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of any applicable Sanctions.

Compliance with OFAC. Neither None of the Company nor Company, MPT or any of its their respective subsidiaries noror, to the knowledge of each of the CompanyIssuers or MPT, any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company Company, MPT or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, MPT or their respective subsidiaries owned 50% or more by or otherwise controlled by, or acting on behalf of one or more Persons captured above, nor is the Company, MPT or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); and the Company and MPT will not not, directly or indirectly indirectly, use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate entity, for the purpose of financing or facilitating any activities of or business with any OFAC Person Person, or in any country or territory, that, at the time of such funding financing or facilitation, is the subject of Sanctions or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the past three years, none of the Company’s inception, the Company and its MPT or their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions to the extent prohibited by applicable law, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 to the extent such activity is prohibited under applicable Sanctions or (iii) in any other manner that will result in a violation by any OFAC Person (party to this Agreement, including any OFAC Person participating in the transactionUnderwriters listed on Schedule 1, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, except (x) as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus and (y) as disclosed by the Company in writing to the Representatives on the date hereof, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry to the extent such action is prohibited under applicable Sanctions.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror any director or officer, or to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or target of any to 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is are the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, the Crimea region and Syria (each, a “Sanctioned Country”); and neither the Company nor any of its subsidiaries will not directly or indirectly use the proceeds of the offeringoffering 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 OFAC Person person or entity (i) to fund or facilitate any unauthorized activities of or business with any OFAC Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any unauthorized activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any unauthorized dealings or transactions with any OFAC Person person that at the time of the such dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, Affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or Representative will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (iiii) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (iiiv) to fund or facilitate any activities or business in any Sanctioned Country or (iiiv) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is i) 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 Department (“OFAC”) ), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union (the “EU”), His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant applicable sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, ; neither the Company and nor any of its subsidiaries have not knowingly is engaged in, or has, at any time in and are not now knowingly the past five years, engaged in in, any dealings or transactions with or involving any OFAC Person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee or Affiliate affiliate or other person acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, 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, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any prohibited dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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. Department of the Treasury Department (“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 Council, the European Union, Her His Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the The Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) 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 Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned a”Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not knowingly, directly or indirectly indirectly, use the proceeds of the offeringoffering of the Securities hereunder, or knowingly lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of its subsidiaries, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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. Department of the Treasury Department (“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 Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, or knowingly contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as agent, underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and are not now knowingly engaged in and will not knowingly engage in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Any certificate signed by any officer or other authorized signatory of the Company and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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 (“OFAC”) or of the Treasury, 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, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”). Neither the Company nor any of its subsidiaries nor, nor is to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); , currently the Crimea region of Ukraine, Cuba, Iran, North Korea and the Syria. The Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund for the purpose of funding or facilitate any facilitating the activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since Except as is otherwise authorized or permitted by applicable law or regulation or disclosed to the Company’s inceptionUnderwriters, neither the Company and nor any of its subsidiaries have not knowingly engaged in and are not now has knowingly engaged in any dealings or transactions (x) with any OFAC Person person that at the time of the dealing or transaction is or was the subject of Sanctions, or the target of Sanctions (y) with or with in any Sanctioned Country, in each case, in the preceding five years.

Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries or Affiliated Entity nor any director, officer, agent, employee employee, Affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries or Affiliated Entity, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her Majesty’s 's Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and Affiliated Entity and their respective directors and officers, employees, agents, Affiliates or representatives will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries and Affiliated Entity have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, MPT or any of its their respective subsidiaries noror, to the knowledge of each of the CompanyIssuers or MPT, any director, officer, agent, employee employee, affiliate or Affiliate representative of the Company Company, MPT or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, MPT or their respective subsidiaries owned 50% or more by or otherwise controlled by, or acting on behalf of one or more Persons captured above, nor is the Company, MPT or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (each, a “Sanctioned Country”); and the Company and MPT will not not, directly or indirectly indirectly, use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate entity, for the purpose of financing or facilitating any activities of or business with any OFAC Person Person, or in any country or territory, that, at the time of such funding financing or facilitation, is the subject of Sanctions or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the past three years, none of the Company’s inception, the Company and its MPT or their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany and its subsidiaries, any director, officer, employee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (each such country or territory, including, without limitation, Crimeaa “Sanctioned Country,” (at the time of this Agreement, Cuba, Iran, Syria, North Korea, Sudan Crimea and Syria (eachthe non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, a “Sanctioned Country”Donetsk, or Luhansk Regions of Ukraine)); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and the Company and its subsidiaries are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) 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 Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee employee, affiliate or Affiliate other person acting on behalf of the Company or any of its subsidiaries is (A) an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is ) currently the subject or target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State and (including, without limitation, the designation as a “specially designated designed national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, each a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offeringsale of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other OFAC Person Person, (i) to unlawfully fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to unlawfully 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 OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any unlawful dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or officers, nor, to the knowledge of the Company, any director, officeremployee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), and, to the extent applicable, any Sanctions administered or enforced by the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions to the extent prohibited by applicable law, including, without limitation, Crimeathe non-government controlled areas of Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic or so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 to the extent such activity is prohibited under applicable Sanctions or (iii) in any other manner that will result in a violation by any OFAC Person (party to this Agreement, including any OFAC Person participating in the transactionUnderwriters listed on Schedule 1, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, except as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry to the extent such action is prohibited under applicable Sanctions. It is acknowledged and agreed that the representation in this clause (ff) of this Agreement is only sought and given to the extent that to do so would be permissible pursuant to Regulation (EC) 2271/96.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCountry in violation of any applicable Sanctions.

Compliance with OFAC. (a) Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company 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, Crimea, Cuba, Iran, North Korea, Crimea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, ’s knowledge. any director, officer, agent, employee employee, Affiliate or Affiliate representative of the Company or any of its subsidiaries Subsidiaries, is or undertakes any business with an individual or entity (an “OFAC Person”), ) or is owned or controlled by an OFAC Person, (i) that is currently the subject or 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 (“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 Council, the European Union, Her His Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs or the Swiss Directorate of International Law, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries and (ii) located, organized or resident in a country country, region or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company and its Subsidiaries and their respective directors and officers, employees, agents, Affiliates or representatives will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC 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 or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s their respective inception, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time of the dealing or transaction is or was was, or whose government is or was, the subject or the target of Sanctions or with any Sanctioned Country, except for such that would not individually or in the aggregate result in a Material Adverse Change.

Compliance with OFAC. (a) Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of the Subsidiary Guarantors, any director, officer, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries or any of the Subsidiary Guarantors located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaCuba, CubaBurma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities and Guarantees hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria, and Syria the Crimea Region of the Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, the Operating Partnership or any of its subsidiaries norsubsidiaries, directors, officers or employees or, to the knowledge of the Company, any director, officer, agent, employee affiliate or Affiliate agent of the Company Company, the Operating Partnership or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or the target of any sanctions administered or enforced by the U.S. government Government, (including, including without limitation), the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“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 Council, the European Union, Her Majesty’s Treasury, or other applicable relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, the Operating Partnership or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of SanctionsSanctions (a “Sanctioned Country”) , including, without limitation, Crimea, including Cuba, Iran, North Korea, Korea or the Republic of Sudan and Syria (each, a “Sanctioned Country”)Syria; and neither the Company will not Company, the Operating Partnership nor any Significant Subsidiary will, directly or indirectly indirectly, use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in and will not engage in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the CompanyCompany and the Guarantors, any no director, officer, agent, employee or Affiliate affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that is currently the subject or 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 Department (“OFAC”) or the U.S. Department of State and includingState), without limitationand, to the designation as a “specially designated national” or “blocked person”)extent applicable, the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, Treasury or other relevant applicable sanctions authority authorities (collectively, “Sanctions”), nor is the Company or any of its subsidiaries subsidiaries, or to the knowledge of the Company and the Guarantors, any director, officer, employee, agent or affiliate of the Company or its subsidiaries, located, organized or resident in a country or territory that is or whose government is the subject or the target of Sanctions, including, without limitation, including Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria (each, a “Sanctioned Country”); and the . The Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiary (as defined in Section 14 hereof), joint venture partner or other OFAC Person person or entity for the purpose of financing or facilitating the activities (i) to fund or facilitate of any activities of or business with any OFAC Person that, at the time of such funding or facilitation, person that is the subject or the target of Sanctions, (ii) to fund or facilitate of any activities or business in any Sanctioned Country or (iii) in any country or territory that is, or whose government is, at the time of such funding, the subject of Sanctions, or in any other manner that will would result in a violation of Sanctions by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise). For the past five (5) of Sanctions. Since the Company’s inceptionyears, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company Transaction Entities, nor any of its subsidiaries northeir respective subsidiaries, any trustee, director, officer or, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee Affiliate or Affiliate representative of the Company Transaction Entities or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”)entity, or is owned or controlled by an OFAC Personindividual or entity, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her or His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); Sanctions; and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person individual or entity (i) to fund or facilitate any activities of or business with any OFAC Person individual or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person individual or entity (including any OFAC Person individual or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s Sanctions; since inception, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person prohibited by Sanctions, that at the time of the dealing or transaction was known to the Transaction Entities to be prohibited by such Sanctions; and the Transaction Entities and their respective subsidiaries will not engage in any transactions prohibited by Sanctions, that at the time of the transaction is or was known to the subject or the target of Sanctions or with any Sanctioned CountryTransaction Entities to be prohibited by such Sanctions.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the CompanyCompany and its subsidiaries, any director, officerofficer employee, agent, employee affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC 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. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria Sanctions (eacheach such country or territory, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 result in a violation by any OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in in, and the Company and its subsidiaries are not now knowingly engaged in in, any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, affiliate, officer, agent, agent or employee of the Company or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”)is, or is owned or controlled by an OFAC Personone or more persons that are, that is (i) 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 Department (“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 Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria Crimea (each, a “Sanctioned a“Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“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 Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria, and Syria the Crimea and the so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringPlacement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, employee or Affiliate affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”), or is owned or controlled by an OFAC Person, that 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 Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company 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, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person person or entity (i) to fund or facilitate any activities of or business with any OFAC Person 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 OFAC Person person (including any OFAC Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since For the Company’s inceptionpast 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with OFAC. Neither None of the Company Transaction Entities, nor any of its subsidiaries northeir respective subsidiaries, any trustee, director, officer or, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee affiliate or Affiliate representative of the Company Transaction Entities or any of its their respective subsidiaries is an individual or entity (an “OFAC Person”)entity, or is owned or controlled by an OFAC Personindividual or entity, that 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 Department (“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, or Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); Sanctions; and the Company will not directly or indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person individual or entity (i) to fund or facilitate any activities of or business with any OFAC Person individual or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any OFAC Person individual or entity (including any OFAC Person individual or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s Sanctions; since inception, the Company Transaction Entities and its their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person prohibited by Sanctions, that at the time of the dealing or transaction was known to the Transaction Entities to be prohibited by such Sanctions; and the Transaction Entities and their respective subsidiaries will not engage in any transactions prohibited by Sanctions, that at the time of the transaction is or was known to the subject or the target of Sanctions or with any Sanctioned CountryTransaction Entities to be prohibited by such Sanctions.