Common use of OFAC Clause in Contracts

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

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

OFAC. None Neither the Company nor any of the CompanySubsidiaries, any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other person, person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its the subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

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

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

OFAC. None of Except as would not have a Material Adverse Effect, neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf employee of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of the CompanyThe Company has not, any of its subsidiaries orand, to the knowledge Company’s knowledge, none of the Companyits directors, any directorofficers, officer, agent, employee, affiliate agents or other person acting employees purporting to act on behalf of the Company or any of its subsidiaries is currently subject the target of or reasonably likely to become the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesPublic Securities hereunder, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to the target of any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject to of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFACSanctions”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, or any joint venture partners partner or other personperson or entity, for the purpose of financing the activities of or business with any person currently that is the subject to of any U.S. sanctions administered Sanctions, or in any country or territory that is the subject of any comprehensive Sanctions or in any other manner that will result in a violation by OFACany person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of Sanctions.

OFAC. None Neither the Company nor any of the CompanySubsidiaries, any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesOffered Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other person, person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not not, to its knowledge, directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries or, to the knowledge of the Company, Subsidiary nor any director, officer, agent, employee, affiliate Affiliate or other person Person acting on behalf of the Company or any of its subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not knowingly, directly or indirectly indirectly, use the proceeds of the sale of the SecuritiesShares, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personPerson or entity, towards any sales or operations in any country sanctioned by OF AC or for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

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

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

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

OFAC. None of the Company, any subsidiary of its subsidiaries the Company or, to the best knowledge of the Company, any directorof their respective directors, officer, agent, employee, affiliate officers or other person acting on behalf employees or any Affiliate of the Company or is a person with whom transactions are currently prohibited under any of its subsidiaries is currently subject to any U.S. United States sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not not, directly or indirectly indirectly, use the proceeds of from the sale offering of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. United States sanctions administered by OFAC.

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

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

OFAC. None of Neither the Company, any of its subsidiaries orthe Operating Partnership nor, to the knowledge of the CompanyCompany or the Operating Partnership, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries the Operating Partnership is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company and the Operating Partnership will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of the Company, Neither any of its subsidiaries orGroup Company nor, to the knowledge of the any Group Company, any director, officer, agent, employee, affiliate Affiliate or other person Person acting on behalf of the any Group Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and no Group Company shall, and the Controlling Shareholder shall cause each Group Company will not to, directly or indirectly use the proceeds of the sale of the SecuritiesNotes, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personPerson or entity, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the CompanyCompany nor any Subsidiary, any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent or affiliate of the FatPipe Parties, or any other person acting on behalf of the Company or any of its subsidiaries FatPipe Parties, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); , and the Company will shall not directly or indirectly use the proceeds of the sale of the SecuritiesShares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners person or other personentity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company and its subsidiaries will not directly or indirectly use the proceeds of the sale offering of the SecuritiesOffered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any of its subsidiaries orCompany nor, to the knowledge of the Company, any directordirector or officer of the Company, officerany officer of the Manager, agentor any employee of Starwood Capital, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other person, person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any of its subsidiaries orCompany nor the Subsidiaries nor, to the knowledge of the Company’s knowledge, after due inquiry, any director, officer, agent, employee, affiliate employee or other person acting on behalf Affiliate of the Company or any of its subsidiaries the Subsidiaries or other person acting on their behalf is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesOffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners person or other personentity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, Company nor any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of and its subsidiaries is currently the subject to or target of any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesOffered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, any joint venture partners partner or any other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACOFAC in violation of any such sanctions.

OFAC. None of Neither the Company, any of its subsidiaries orthe Subsidiary nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor the Subsidiary will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesaffiliate, joint venture partners partner or other personperson or entity, which, to the Company’s knowledge, will use such proceeds for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate Affiliate or other person Person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, subsidiaries or any joint venture partners partner or other personPerson or entity, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries or any director or officer, or, to the knowledge of the Company, any director, officer, agent, employee, representative, agent or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not knowingly, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners person or other personentity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, or any joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person known to the Company, after reasonably investigation, to be currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, any of its subsidiaries orCompany nor, to the knowledge of the Company, any directordirector or officer of the Company, officerany officer of the Manager, agentor an employee of Starwood Capital, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other person, person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employeeCompany Employee, affiliate or other person Person acting on behalf of the Company or any of its subsidiaries Subsidiaries, is currently the subject to or target of any U.S. United States sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will has not lent, contributed or otherwise made available, directly or indirectly use the proceeds of the sale of the Securitiesindirectly, or lend, contribute or otherwise make available such proceeds any funds to any of its subsidiaries, joint venture partners Subsidiary or other personPerson or entity, for the purpose of financing the activities of any person Person which, to the knowledge of the Company, is currently subject to any U.S. United States sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiary nor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor any Subsidiary will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesaffiliate, joint venture partners partner or other personPerson, which, to the Company's knowledge, will use such proceeds for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners or other person, for the purpose of financing the activities of (I) any activity in any country currently subject to any U.S. sanctions administered by OFAC or (II) any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person Person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, or any joint venture partners partner or other personPerson or entity, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. United States sanctions administered by the Office of Foreign Assets Control of the U.S. United States Department of the Treasury Department (“OFAC”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares hereunder or under any Terms Agreement, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. United States sanctions administered by OFAC.

OFAC. None of the Company, any of its subsidiaries ornor, to the actual knowledge of the CompanyCompany after due inquiry, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the . The Company will not directly or indirectly use the proceeds of the sale of the SecuritiesShares, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners or other personpersons, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the CompanyCompany and its subsidiaries, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personPerson, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the best knowledge of the CompanyCompany and its subsidiaries, any director, officer, agent, employee, affiliate employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor any of its subsidiaries will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds proceeds, to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, Transaction Entities nor any of its subsidiaries orSubsidiary nor, to the knowledge of the Companyany Transaction Entity, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries a Transaction Entity is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company Operating Partnership will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None Neither the Company nor any of the CompanySubsidiaries, any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor any of the Subsidiaries will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering and sale of the SecuritiesPlacement Shares contemplated herein, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None Neither the Company nor any of the Subsidiaries, nor, to the Company’s knowledge, any of its subsidiaries or, to the knowledge of the Company, affiliates or any director, officer, agentagent or employee of, employee, affiliate or other person associated with or acting on behalf of of, the Company or any of its subsidiaries Company, is currently subject to any U.S. United States sanctions administered by the Office of Foreign Assets Control of the U.S. United States Department of the Treasury Department (“OFAC”); and the . The Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, partner or joint venture partners venturer or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. United States sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the CompanySubsidiaries, any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesShares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other person, person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Since the CompanyApplicable Date, neither the Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, employee or controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesIssued Shares, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesShares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners person or other personentity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any of its subsidiaries orPartnership Entities nor, to the knowledge of the CompanyPartnership Parties, after due inquiry, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries Partnership Entities is currently subject to or the target of any U.S. sanctions (“Sanctions”) administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company Partnership will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person, or in any country or territory, that currently is the subject or target of Sanctions or in any other manner that will result in a violation by any person currently subject to (including any U.S. sanctions administered by OFACperson participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, or any joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person known to the Company, after reasonable investigation, to be currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate employee or other person acting on behalf Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesShares hereunder, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. Each certificate signed by any officer of the Company and delivered to the Underwriters or their counsel shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

OFAC. None of Neither the Company, Company nor any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, employee or controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject to or target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); ) and the Company and its subsidiaries will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, employee or controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesPlacement Shares, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person or entity acting on behalf of the Company or any of its subsidiaries is currently subject to Table of Contents any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use any of the proceeds of from the sale of the SecuritiesSecurities by the Company in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person or entity currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners or other person, for the purpose of financing the activities of any person currently appearing on OFAC’s list of Specially Designated Nationals and Blocked Persons (or otherwise published by OFAC) or subject to any U.S. sanctions administered by OFACOFAC due to citizenship or presence in a sanctioned country.

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

OFAC. None of the Company, any of its subsidiaries the Guarantor or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or the Guarantor, any of its subsidiaries respective directors, officers, agents, employees, affiliates or persons acting on its behalf is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor the Guarantor will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, any of its subsidiaries or, to the knowledge of the Company, Subsidiary nor any director, officer, agent, employee, affiliate Affiliate or other person Person acting on behalf of the Company or any of its subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personPerson or entity, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, any of its subsidiaries orCompany nor, to the knowledge of the Company, any director, officer or employee of the Company, or any officer, agent, employee, affiliate employee or other person of the Manager or its affiliates acting on behalf of the Company or any of its subsidiaries Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate director or other person acting on behalf officer of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or knowingly indirectly use any of the proceeds of received by the Company from the sale of the SecuritiesSecurities contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACOFAC or otherwise cause or permit any such proceeds to be applied in violation of any such sanctions or any Money Laundering Laws.

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

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

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

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

OFAC. None of the Company, any of its subsidiaries Loan Parties or, to the knowledge of the CompanyLoan Parties’ knowledge, any director, officer, agent, employee, affiliate employee or other person acting on behalf Affiliates of the Company (other than any other portfolio companies or the Sponsor) or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the Company Loan Parties will not not, directly or indirectly indirectly, use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personPerson, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiary nor, to the knowledge of the CompanyCompany and the Operating Partnership, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor the Operating Partnership will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the CompanyCompany and the Parent, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company and the Parent will not directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the best knowledge and belief of the CompanyCompany having made all reasonable enquiries, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesDDMG Common Stock, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None Neither the Company nor any of the Company, any of its subsidiaries orSubsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not not, directly or indirectly indirectly, use the proceeds of the sale offering of the SecuritiesShares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other person, person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orDesignated Subsidiaries, to the knowledge of the CompanyCompany or any of its Designated Subsidiaries, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor any Designated Subsidiaries will not directly or indirectly use the proceeds of the sale of the Securitiesoffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.. (mm)

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the SecuritiesOffering contemplated hereby, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners person or other personentity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesoffering contemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries orSubsidiaries nor, to the knowledge Knowledge of the Company, any director, officer, agent, employee, employee or controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesIssued Shares, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any of its subsidiaries orCompany nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate Affiliate or other person Person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesSubsidiary, joint venture partners partner or other personPerson or entity, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered identified on the Specially Designated Nationals and Blocked Persons List (the “SDN List”) maintained by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securitiesthis offering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to identified on the SDN List or for the purpose of financing any activity that is prohibited under U.S. sanctions administered by OFAC.

OFAC. None of the Company, any of its subsidiaries the Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of either of the Company or any of its subsidiaries the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”); and the . The Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesShares, or lend, contribute or otherwise make available such proceeds to any of its subsidiariesthe Subsidiaries, joint venture partners or other personpersons, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. None of Neither the Company, any of Company nor its subsidiaries orSubsidiaries nor, to the knowledge of the Company’s knowledge, after due inquiry, any director, officer, agent, employee, affiliate employee or other person acting on behalf Affiliate of the Company or any of its subsidiaries Subsidiaries or other person acting on their behalf is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company Issuers will not directly or indirectly use the proceeds of the sale of the SecuritiesOffering, or lend, contribute or otherwise make available such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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

OFAC. None of Neither the Company, any of Company nor its subsidiaries orsubsidiary nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use any of the proceeds of received by the Company from the sale of the SecuritiesSecurities contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC, except as otherwise authorized by any valid license issued by OFAC.

OFAC. None of Neither the Company, Company nor any of its subsidiaries ornor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use any of the proceeds of received by the Company from the sale of the SecuritiesSecurities contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any of its subsidiariessubsidiary, joint venture partners partner or other personperson or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.