Common use of No Conflict with Sanctions Laws Clause in Contracts

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee, authorized representative or Affiliate of the Company or any of its subsidiaries is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, 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 of Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in the past five years, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither None of the Company nor Issuers or any of its subsidiaries their Subsidiaries nor, to the knowledge of the Company and the GuarantorsObligors, any director, officer, agent, employeeaffiliate, authorized representative employee or Affiliate other person acting on behalf of the Company Issuers or any of its subsidiaries their Subsidiaries currently is currently an individual or entity that is, or that is owned or controlled by persons that are, (i) the subject of any U.S. sanctions enforced or administered by the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, Department or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Union or His Majesty’s Treasury, or other relevant sanctions authority treasury (collectively, the “Sanctions”), nor is the Company ) or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject of comprehensive Sanctions. The Company , currently, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea regions of Ukraine, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries”); and the Issuers will notnot directly or, directly or indirectlyknowingly, indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, person or entity (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (iiA) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation, is the target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or (iiiC) in any other manner that will could result in a violation by any person or entity (including any person participating in the offeringoffering and sale of Securities, whether as underwriter, initial purchaserUnderwriter, advisor, investor or otherwise) of any applicable Sanctions. The Company and its subsidiaries have not, in For the past five ten years, knowingly the Obligors have not engaged in, are not now to their knowledge engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject target of any Sanctions or with or in any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither None of the Company nor Company, the Guarantor, any of its the Guarantor’s other subsidiaries noror, to the knowledge of the Company and or the GuarantorsGuarantor, any director, officer, agent, employee, authorized affiliate or representative or Affiliate of the Company Company, the Guarantor or any of its the Guarantor’s other subsidiaries is currently the subject or target of any U.S. 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 of the U.S. Treasury Department, (“OFAC”) or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation 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, the Guarantor, or any of its the Guarantor’s other subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions. The , including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not, directly or indirectly, use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other person, person (i) to fund or facilitate any activities of or business with any person person, or in any country or territory that, at the time of such fundingfunding or facilitation, is the subject or target of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in For the past five years, the Company, the Guarantor and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor Company, the Operating Partnership, or any of its subsidiaries their subsidiaries, directors, officers or employees, nor, to the knowledge of the Company and the GuarantorsCompany, any director, officer, agent, employee, authorized representative or Affiliate affiliate or other person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its their subsidiaries is currently the subject or the target of any U.S. 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, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation 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 Company, the Operating Partnership or any of its their subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions. The , including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or in any other country or territory that is the subject of Sanctions (each, a “Sanctioned Country”); and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringsale of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other person, person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such fundingfunding or facilitation, is the subject or the target of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriterAgents, initial purchaserForward Sellers, Forward Purchasers, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in For the past five years, the Company, the Operating Partnership and their subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge Knowledge of the Company and the GuarantorsCompany, any directorof its directors, officerofficers, agentemployees, employee, authorized representative agents or Affiliate other Person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently the subject or, to the Knowledge of the Company, the target of any U.S. sanctions administered or enforced by the U.S. government, (including the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of Commerce, State and including the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), 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 Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions. The , including the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not, not directly or indirectly, knowingly indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, Person or entity (i) to fund or facilitate any activities of or business with any person Person that, at the time of such fundingfunding or facilitation, is the subject or target of Sanctions, or is in the Crimea region violation of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”)Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, in violation of Sanctions, or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in For the past five years, the Company and its Subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company and the Guarantorsor any Guarantor, any director, officer, agent, employee, authorized representative employee or Affiliate of the Company or any of its subsidiaries Subsidiaries is currently the subject of a person with whom dealings are prohibited or restricted under any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, or Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions, including Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”). The Company will not, directly or indirectly, use any of the proceeds of the offeringoffering contemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, (i) to fund or facilitate any activities of or business with any person that, at the time of such fundingfunding or facilitation, is the subject or target of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, or (iii) in any other manner that will manner, in each if such would result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, underwriter, advisor, investor or otherwise) , of Sanctions. The For the past five years, the Company and its subsidiaries have not, in the past five years, not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of the target of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officer, agent, employee, authorized representative officer or Affiliate employee of the Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company and the Note Guarantors, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently subject to or the subject target of any U.S. sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions. The Company will notSanctions (including, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukrainewithout limitation, Cuba, Iran, SyriaNorth Korea, North Korea or in any other country or territorySudan, that, at the time of such funding, is the subject of Sanctions Syria and Crimea) (each, a “Sanctioned Country”), (ii) to fund ; none of the Company or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, engaged in during the past five years, knowingly are not now engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the subject target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, providedor lend, however, that with respect contribute or otherwise make available such proceeds to any subsidiary acquired by the Company during such five-year periodsubsidiary, this representation is made joint venture partner or other person or entity (i) to the knowledge fund or facilitate any activities of the Company and the Guarantors as to or business with any person or entity, or in any country or territory, that, at the time period prior to which of such funding or facilitating, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person or entity has been (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. (yy) REIT Status. Commencing with the Company’s subsidiarytaxable year ended December 31, 2013, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code; and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee, authorized representative or Affiliate of the Company or any of its subsidiaries is currently the subject of to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her 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 of Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “"Sanctioned Country”"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in the past five years, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s 's subsidiary. This representation is made only if and to the extent that it would not result in a violation of the Council Regulation (EC) No. 2271/96 of 22 November 1996, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV) or any other applicable anti-boycott or similar laws or regulations.

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

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee, authorized representative or Affiliate of the Company or any of its subsidiaries is currently the subject of to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her 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 of Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “"Sanctioned Country”"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in the past five years, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s 's subsidiary.

No Conflict with Sanctions Laws. Neither None of the Company nor Issuers or any of its subsidiaries their Subsidiaries nor, to the knowledge of the Company and the GuarantorsObligors, any director, officer, agent, employeeaffiliate, authorized representative employee or Affiliate other person acting on behalf of the Company Issuers or any of its subsidiaries their Subsidiaries currently is currently an individual or entity that is, or that is owned or controlled by persons that are, (i) the subject of any U.S. sanctions enforced or administered by the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, Department or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Union or His Majesty’s Treasury, or other relevant sanctions authority treasury (collectively, the “Sanctions”), nor is the Company ) or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject of comprehensive Sanctions. The Company , currently, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea regions of Ukraine, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries”); and the Issuers will notnot directly or, directly or indirectlyknowingly, indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, person or entity (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (iiA) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation, is the target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or (iiiC) in any other manner that will could result in a violation by any person or entity (including any person participating in the offeringoffering and sale of Securities, whether as underwriter, initial purchaserUnderwriter, advisor, investor or otherwise) of any applicable Sanctions. The Company and its subsidiaries have not, in For the past five ten years, knowingly the Obligors have not engaged in, are not now to their knowledge engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject target of any Sanctions or with or in any Sanctioned Country. The Partnership and its Subsidiaries have instituted, providedmaintain and enforce, howeverand will continue to maintain and enforce, that policies and procedures designed to promote and ensure compliance with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiaryall applicable Sanctions.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee, authorized representative employee or Affiliate of the Company or any of its subsidiaries is currently the subject of to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security CouncilCoun- cil, the European Union, Her 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 of Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “"Sanctioned Country”"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in the past five years, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s 's subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries subsidiaries, directors, officers or employees nor, to the knowledge of the Company and the GuarantorsCompany, any director, officer, agent, employee, authorized representative affiliate or Affiliate other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or target of any U.S. 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, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of designation as a “specially designated national” or “blocked person”) or a resident or incorporated or engaged in a business in an “Enemy State” pursuant to the Israeli Trade with the Enemy Ordinance, 1939, 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 target of Sanctions. The , including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and 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 (i) to fund or facilitate any activities of or business with any person that, at the time of such fundingfunding or facilitation, is the subject or target of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in For the past five years, the Company and its subsidiaries and predecessors have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officer, agent, employee, authorized representative officer or Affiliate employee of the Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company and the Note Guarantors, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently subject to or the subject target of any U.S. sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions. The Company will notSanctions (including, directly or indirectlywithout limitation, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the UkraineCrimea, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions and Syria) (each, a “Sanctioned Country”), (ii) to fund ; none of the Company or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, engaged in during the past five years, knowingly are not now engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the subject target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, providedor lend, however, that with respect contribute or otherwise make available such proceeds to any subsidiary acquired by the Company during such five-year periodsubsidiary, this representation is made joint venture partner or other person or entity (i) to the knowledge fund or facilitate any activities of the Company and the Guarantors as to or business with any person or entity, or in any country or territory, that, at the time period prior to which of such funding or facilitating, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person or entity has been (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. (zz) REIT Status. Commencing with the Company’s subsidiarytaxable year ended December 31, 2013, through its taxable year ended December 31, 2020, the Company was organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust under the Code.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employeeem- ployee, authorized representative or Affiliate of the Company or any of its subsidiaries is currently the subject of to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her 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 of Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea Korea, Sudan or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “"Sanctioned Country”"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in the past five years, knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s 's subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officer, agent, employee, authorized representative officer or Affiliate employee of the Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company and the Note Guarantors, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently subject to or the subject target of any U.S. sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions. The Company will notSanctions (including, directly or indirectlywithout limitation, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the UkraineCrimea, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions and Syria) (each, a “Sanctioned Country”), (ii) to fund ; none of the Company or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, engaged in during the past five years, knowingly are not now engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the subject target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, providedor lend, however, that with respect contribute or otherwise make available such proceeds to any subsidiary acquired by the Company during such five-year periodsubsidiary, this representation is made joint venture partner or other person or entity (i) to the knowledge fund or facilitate any activities of the Company and the Guarantors as to or business with any person or entity, or in any country or territory, that, at the time period prior to which of such funding or facilitating, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person or entity has been (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. (yy) REIT Status. Commencing with the Company’s subsidiarytaxable year ended December 31, 2013, through its taxable year ended December 31, 2020, the Company was organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust under the Code.

No Conflict with Sanctions Laws. Neither None of the Company nor Issuers or any of its subsidiaries their Subsidiaries nor, to the knowledge of the Company and the GuarantorsObligors, any director, officer, agent, employeeaffiliate, authorized representative employee or Affiliate other person acting on behalf of the Company Issuers or any of its subsidiaries their Subsidiaries currently is currently an individual or entity that is, or that is owned or controlled by persons that are, (i) the subject of any U.S. sanctions enforced or administered by the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, Department or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Union or His Majesty’s Treasury, or other relevant sanctions authority treasury (collectively, the “Sanctions”), nor is the Company ) or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject of comprehensive Sanctions. The Company , currently, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea regions of Ukraine, Cuba, Iran, North Korea and Syria (collectively, “Sanctioned Countries”); and the Issuers will notnot directly or, directly or indirectlyknowingly, indirectly use the proceeds of the offeringsale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person, person or entity (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (iiA) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation, is the target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or (iiiC) in any other manner that will could result in a violation by any person or entity (including any person participating in the offeringoffering and sale of Securities, whether as underwriter, initial purchaserUnderwriter, advisor, investor or otherwise) of any applicable Sanctions. The Company and its subsidiaries have not, in For the past five years, knowingly the Obligors have not engaged in, are not now to their knowledge engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject target of any Sanctions or with or in any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officer, agent, employee, authorized representative officer or Affiliate employee of the Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company and the Notes Guarantors, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently subject to or the subject target of any U.S. sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her any European Member State, or His Majesty’s Treasury, Treasury or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions. The Company will notSanctions (including, directly or indirectlywithout limitation, use the proceeds Crimea, Zaporizhzhia, and Kherson Regions of Ukraine, the offeringso-called Donetsk People’s Republic, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the Ukraineso-called Luhansk People’s Republic, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions and Syria) (each, a “Sanctioned Country”), (ii) to fund ; none of the Company or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, engaged in during the past five years, knowingly are not now engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the subject target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, providedor lend, however, that with respect contribute or otherwise make available such proceeds to any subsidiary acquired by the Company during such five-year periodsubsidiary, this representation is made joint venture partner or other person or entity (i) to the knowledge fund or facilitate any activities of the Company and the Guarantors as to or business with any person or entity, or in any country or territory, that, at the time period prior to which of such funding or facilitating, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person or entity has been (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. (yy) REIT Status. Commencing with the Company’s subsidiarytaxable year ended December 31, 2013, through its taxable year ended December 31, 2020, the Company was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code.

No Conflict with Sanctions Laws. Neither the Company nor Company, the Operating Partnership, or any of its subsidiaries their subsidiaries, directors, officers or employees, nor, to the knowledge of the Company and the GuarantorsCompany, any director, officer, agent, employee, authorized representative or Affiliate affiliate or other person associated with or acting on behalf of the Company Company, the Operating Partnership or any of its their subsidiaries is currently the subject or the target of any U.S. 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, or the U.S. Department of CommerceState and including, without limitation, the U.S. Department of Statedesignation 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, the Operating Partnership or any of its their subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions. The , including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or in any other country or territory that is the subject of Sanctions (each, a “Sanctioned Country”); and the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringsale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarysubsidiaries, joint venture partner partners or other person, person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such fundingfunding or facilitation, is the subject or the target of Sanctions, or is in the Crimea region of the Ukraine, Cuba, Iran, Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions (each, a “Sanctioned Country”), (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offeringtransaction, whether as underwriterManager, initial purchaserForward Seller, Forward Purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, in For the past five years, the Company, the Operating Partnership and their subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, provided, however, that with respect to any subsidiary acquired by the Company during such five-year period, this representation is made to the knowledge of the Company and the Guarantors as to the time period prior to which such entity has been the Company’s subsidiary.

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

No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and the Notes Guarantors, any director, officer, agent, employee, authorized representative officer or Affiliate employee of the Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company and the Note Guarantors, any agent or affiliate of the Company or any of its subsidiaries, or benefiting in any capacity in connection with this Agreement, is currently subject to or the subject target of any U.S. sanctions administered or imposed by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or any similar sanctions imposed by any other relevant sanctions authority governmental body to which the Company and its subsidiaries is subject (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions. The Company will notSanctions (including, directly or indirectlywithout limitation, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund any activities of or business with any person that, at the time of such funding, is the subject of Sanctions, or is in the Crimea region of the UkraineCrimea, Cuba, Iran, North Korea, Sudan and Syria, North Korea or in any other country or territory, that, at the time of such funding, is the subject of Sanctions ) (each, a “Sanctioned Country”), (ii) to fund ; none of the Company or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not, engaged in during the past five years, knowingly are not now engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was subject or the subject target of Sanctions or with any Sanctioned Country; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, providedor lend, however, that with respect contribute or otherwise make available such proceeds to any subsidiary acquired by the Company during such five-year periodsubsidiary, this representation is made joint venture partner or other person or entity (i) to the knowledge fund or facilitate any activities of the Company and the Guarantors as to or business with any person or entity, or in any country or territory, that, at the time period prior to which of such funding or facilitating, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person or entity has been (including any person or entity participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions. (yy) REIT Status. Commencing with the Company’s subsidiarytaxable year ended December 31, 2013, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code; and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.