Common use of OFAC Representation Clause in Contracts

OFAC Representation. a. Such Purchaser represents that the amounts invested by it in the Shares were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the Officer of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <xxxx://xxx.xxxxx.xxx/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. b. To the best of such Purchaser’s knowledge, none of: (1) such Purchaser; (2) any person controlling or controlled by such Purchaser; (3) if such Purchaser is a privately-held entity, any person having a beneficial interest in such Purchaser; or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Such Purchaser agrees to promptly notify the Company should such Purchaser become aware of any change in the information set forth in these representations. Such Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of such Purchaser, either by prohibiting additional subscriptions from such Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. c. To the best of such Purchaser’s knowledge, none of: (1) such Purchaser; (2) any person controlling or controlled by such Purchaser; (3) if such Purchaser is a privately-held entity, any person having a beneficial interest in such Purchaser; or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation, or any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. Such Purchaser is not affiliated with a non-U.S. banking institution (a “Foreign Bank”), and does not receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank.

OFAC Representation. a. Such Purchaser (i) Buyer has checked the Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac. Buyer represents that the amounts invested by it in the Shares Company pursuant to this Agreement were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the Officer of Foreign Assets Control (“OFAC”) OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <xxxx://xxx.xxxxx.xxx/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. b. (ii) To the best of such PurchaserBuyer’s knowledge, none of: (1) such PurchaserBuyer; (2) any person controlling or controlled by such PurchaserBuyer; (3) if such Purchaser Buyer is a privately-held entity, any person having a beneficial interest in such PurchaserBuyer; or (4) any person for whom such Purchaser Buyer is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Such Purchaser Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Buyer agrees to promptly notify the Company should such Purchaser Buyer become aware of any change in the information set forth in these representations. Such Purchaser Buyer understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of such PurchaserBuyer, either by prohibiting additional subscriptions from such Purchaser, declining any redemption requests Buyer and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. c. (iii) To the best of such PurchaserBuyer’s knowledge, none of: (1) such PurchaserBuyer; (2) any person controlling or controlled by such PurchaserBuyer; (3) if such Purchaser Buyer is a privately-held entity, any person having a beneficial interest in such PurchaserBuyer; or (4) any person for whom such Purchaser Buyer is acting as agent or nominee in connection with this investment is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation, figure,1 or any corporation, business immediate family2 member or other entity that has been formed by, or for the benefit of, close associate3 of a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. Such Purchaser as such terms are defined in the footnotes below. (iv) Buyer is not affiliated with a non-U.S. banking institution (a “Foreign Bank”), and Buyer does not receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank.