Common use of Compliance with OFAC Clause in Contracts

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled by an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the currently subject of to any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered by the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) locatedis operating, organized or resident in a country or territory that is is, or whose government is, the subject of country-wide Sanctions that broadly prohibit dealings with that country or territory (including the Crimea regioncollectively, Cuba“Sanctioned Countries” and each, Iran, North Korea, Sudan and Syria). a “Sanctioned Country”) or (Biii) The Company will notwill, directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund person or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will would result in a violation of any Sanctions by by, or would result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) 1. Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (ia) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority ) (collectively, “Sanctions”), nor ; nor (iib) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria). (B) 2. 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 Person: : (ia) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The 3. Since their inception, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledgeKnowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Cuba, Iran, North Korea, Sudan Korea and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor Company, nor, to the Company’s knowledge, any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (B) 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 Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, the Company has not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither None of the Company, any of its subsidiaries or, to the knowledge of the Company nor and the Operating Partnership, any director, officer or employee thereofofficer, noragent, to the Company’s knowledge, any agentemployee, affiliate or representative of the Company, Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company or its 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 or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions (including each, a “Sanctioned Country”); and the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (B) 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 Person: (i) to fund Person or facilitate entity, for the purpose of financing or facilitating any activities of or business of or with any Person Person, or in any country or territory territory, that, at the time of such funding financing or facilitation, is the subject of Sanctions; Sanctions or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). (C) The of Sanctions. For the past three years, the Company has and its subsidiaries have not knowingly engaged in, is in and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of SanctionsSanctions or with any Sanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate affiliate, representative or representative other person acting on behalf of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”)Council, the European Union (“EU”), Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Cuba, Iran, North Korea, Sudan Syria and Syriathe Crimea). (B) 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 Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctionsa U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person, Person that at the time of the dealing or in transaction is or was the subject of Sanctions or any country or territoryterritory that, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled by an individual or entity (“Person”) that isis currently subject to, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered by the Office of Foreign Assets Control (“OFAC”)of the U.S. Department of the Treasury, the United Nations U.S. Department of State or the Bureau of Industry and Security Council (“UNSC”), of the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority U.S. Department of Commerce) (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) locatedis operating, organized or resident in a country or territory that is is, or whose government is, the subject of country-wide Sanctions that broadly prohibit dealings with that country or territory (including the Crimea regioncollectively, Cuba“Sanctioned Countries” and each, Iran, North Korea, Sudan and Syria). a “Sanctioned Country”) or (Biii) The Company will notwill, 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 Person: (i) to fund person or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will would result in a violation of any Sanctions by by, or would result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (Ai) Neither None of the Company nor or any director, officer of its directors or employee thereofofficers, nor, to the knowledge of the Company’s knowledge, any agent, employee or affiliate or representative of the Company, is an individual or entity (“Person”) that Company is, or is owned or controlled by a Person one or more individual or entity that is: , (iA) currently the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”)Council, or other relevant sanctions authority (collectively, “Sanctions”), nor (iiB) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria). (Bii) The Company will not, not directly or indirectly, 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 Person: person or entity (iA) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions; Sanctions or (B) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the Offeringtransaction, whether as underwritersales agent, advisor, investor or otherwise)) of Sanctions. (Ciii) The For the past five (5) years, the Company has not knowingly engaged in, is in and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any Personperson, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither None of the Company, any of its subsidiaries or, to the knowledge of the Company nor and the Operating Partnership, any director, officer or employee thereofofficer, noragent, to the Company’s knowledge, any agentemployee, affiliate or representative of the Company, Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company located, organized or resident in a country or territory that is the subject of Sanctions (including each, a “Sanctioned Country”); and the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (B) 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 Person: (i) to fund Person or facilitate entity, for the purpose of financing any activities of or business of or with any Person Person, or in any country or territory territory, that, at the time of such funding or facilitationfinancing, is the subject of Sanctions; Sanctions or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). (C) The of Sanctions. For the past three years, the Company has and its subsidiaries have not knowingly engaged in, is in and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of SanctionsSanctions or with any Sanctioned Country.

Compliance with OFAC. (A) Neither the Company nor any director, director nominee, officer or employee thereof, nor, to the Company’s knowledgeKnowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea region, Cuba, Iran, North Korea, Sudan and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. The Company (Ai) Neither represents that neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any director, officer officer, or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (iA) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority ) (collectively, “Sanctions”), nor (iiB) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). ; (Bii) The Company represents and covenants that it 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 Person: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person Person; and (including any Person participating in iii) represents and covenants that for the Offeringpast 5 years, whether as underwriter, advisor, investor or otherwise). (C) The Company has it and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative None of the Company, any of its subsidiaries or, 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 (“Person”) that is, or is owned or controlled by a Person that is: (i) the currently subject of to any U.S. sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) and none of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is the subject or target of Sanctions (including the Crimea regionSanctions, including, without limitation, Crimea, Cuba, Iran, North KoreaKorea and Syria (each, Sudan a “Sanctioned Country”); and Syria). (B) The the Company will not, not directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (iperson or entity(i) to fund or facilitate any activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or target of Sanctions; , (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the Offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative None of the Company, any of its subsidiaries or, 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 (“Person”) that is, or is owned or controlled by a Person that is: (i) the currently subject of to any U.S. sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”)Union, Her His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) and none of the Company or any of its subsidiaries is located, organized or resident in a country or territory that is the subject or target of Sanctions (including Sanctions, including, without limitation, the Zaporizhzhia and Kherson Regions of Ukraine, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region, Cuba, Iran, North KoreaKorea and Syria (each, Sudan a “Sanctioned Country”); and Syria). (B) The the Company will not, not directly or indirectly, indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or target of Sanctions; , (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the Offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise). (C) The Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agentof its directors, affiliate officers or representative of the Companyemployees agents, affiliates or representatives is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea region, which currently include Cuba, Iran, North Korea, Sudan and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person Xxxxx (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, the Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither None of the Company nor Company, or any director, officer officer, or employee thereof, noror, to the Company’s knowledge, any agent, affiliate or representative of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that is: (i) are a. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) or b. located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria). (B) The Company will not, directly or indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Person: (i) : a. to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or b. in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwiseCxxxx). (C) The For the past five (5) years, the Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither None of the Company nor any director, officer or employee thereof, noror, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or representative any other person acting on behalf of the Company, is an individual or entity (“Person”) that iscurrently subject to, or is owned or controlled by a Person that is: (i) the subject of target of, any sanctions administered or enforced by the U.S. Department of Treasury’s government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”), ) or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) is the Company located, organized or resident in a country or territory that is the subject or target of Sanctions (including the Crimea regionSanctions, including, without limitation, Cuba, Iran, North Korea, Sudan Syria and SyriaCrimea (each, a “Sanctioned Country”). (B) The ; and the Company will not, directly or indirectly, use the proceeds of the Offeringoffering of the Shares pursuant to this Agreement and any Terms Agreements , or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (i) to fund or facilitate any activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or target of Sanctions; , (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the Offeringtransaction, whether as underwriter, advisor, investor or otherwise). (C) The of Sanctions. For the past five years, the Company has not knowingly engaged in, is in and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of SanctionsSanctions or with any Sanctioned Country.

Compliance with OFAC. (A) Neither the Company Company, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate affiliate, representative or representative other person acting on behalf of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions a U.S. government embargo (including the Crimea regionincluding, without limitation, Cuba, Iran, North Korea, Sudan Syria and Syriathe Crimea). (B) 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 Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctionsa U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, the Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any direct or indirect dealings or transactions with any Person, or in any country or territory, Person that at the time of the dealing or transaction is or was the subject of SanctionsSanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor to the knowledge of the Company, any director, officer or officer, employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (B) 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 Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person Xxxxx (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (B) 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 Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, neither the Company nor any of its subsidiaries has not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. The Company (Ai) Neither represents that neither the Company nor any of its subsidiaries, nor to the Company’s knowledge, any director, officer officer, or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (iA) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority ) (collectively, “Sanctions”), nor (iiB) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). ; (Bii) The Company represents and covenants that it 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 Person: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person Person; and (including any Person participating in iii) represents and covenants that for the Offering, whether as underwriter, advisor, investor or otherwise). (C) The Company has past 5 years it and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, in and will not engage in, in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) Neither the Company nor any director, officer or employee thereofof its subsidiaries, nor, to the Company’s knowledge, any agentmanaging director, affiliate supervisory director, officer, employee or representative of the Companyagent thereof, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council (“UNSC”)Council, the European Union (“EU”)Union, Her Majesty’s Treasury (“HMT”)Treasury, or other relevant sanctions authority any Dutch or German government agency (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions a U.S. government embargo (including the Crimea regioncurrently, Cuba, Iran, North Korea, Sudan Syria and Syriathe Crimea). (B) The Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctionsa U.S. government embargo; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). (C) The For the past five (5) years, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, in any direct or indirect dealings or transactions with any Person, or in any country or territory, Person that at the time of the dealing or transaction is or was the subject of SanctionsSanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo, except as disclosed in the General Disclosure Package and the Prospectus.

Compliance with OFAC. (Ai) Neither The Company represents that neither the Company nor any directorof its subsidiaries (collectively, officer or employee thereof, northe “Entity”) or, to the knowledge of the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the CompanyEntity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (iA) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority ) (collectively, “Sanctions”), nor nor (iiB) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (Bii) The Company Entity represents and covenants that it 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 Person: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (Ciii) The Company Entity represents and covenants that for the past 5 years, it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Compliance with OFAC. (A) a. Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the CompanyCompany or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority ) (collectively, “Sanctions”), nor ; nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including the Crimea regionincluding, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria). (B) b. 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 Person: : (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offeringoffering, whether as underwriter, advisor, investor or otherwise). (C) The c. Since their inception, the Company has and its subsidiaries have not knowingly engaged in, is are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.