Common use of OFAC Clause in Contracts

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiaryof its subsidiaries, nor, to the knowledge of the Company, any 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company Transaction Entities nor any of its their subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the CompanyTransaction Entities, any director, officer, agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company Transaction Entities or any of its their 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 Transaction Entities will not directly or indirectly use any of the proceeds received from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiaryof its subsidiaries, nor, to the knowledge of the Company, any 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither None of the Company nor Company, the Operating Partnership, any of its subsidiaries or any director or officer significant subsidiary of the Company or any subsidiary, nor, to the knowledge of the Company, the Operating Partnership and each significant subsidiary of the Company, any director, officer, agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company Company, the Operating Partnership or any significant subsidiary of its subsidiaries the Company 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, the Operating Partnership and each significant subsidiary of the Company will not directly or indirectly use the proceeds of the offering of the Securities contemplated herebyoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or Subsidiaries nor any director or officer of the Company or any subsidiarySubsidiary, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries Subsidiaries or any 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 of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than the Underwriters) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer None of the Company or Company, the Operating Partnership, any subsidiary, norSignificant Subsidiary or, to the knowledge of the CompanyCompany or the Operating Partnership, any director, officer, agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company Company, the Operating Partnership or any of its subsidiaries Significant 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 Company, the Operating Partnership or any Significant Subsidiary will not directly or indirectly use the proceeds of the offering of the Securities contemplated herebyoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or subsidiaries, nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representative, agent or agent, 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither None of the Company nor Transaction Entities, any of its subsidiaries their subsidiaries, any of their respective directors or any director or officer of the Company or any subsidiary, norofficers or, to the knowledge of either of the CompanyTransaction Entities, any employeeagent, representative, agent employee or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of either of the Company Transaction Entities or any of its their subsidiaries is currently the subject to or the target 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 offering sale of the Securities contemplated herebySecurities, or lend, contribute or otherwise make available such proceeds to any person of its subsidiaries, joint venture partners or entityother person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representativerepresentatives, 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than the Underwriter) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or subsidiaries, and to the Company’s knowledge, XFC, nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representativeRepresentatives, 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiarySubsidiaries, nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, representative, agent affiliate 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 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, and will cause all of its Subsidiaries not to, knowingly directly or indirectly use the proceeds of the offering sale of the Securities contemplated herebySecurities, or lend, contribute or otherwise make available such proceeds to any Subsidiaries, joint venture partner or other person 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. Neither None of the Company nor Company, any of its subsidiaries or any director or officer of the Company or any subsidiary, norSubsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, representative, agent Affiliate 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 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 , or similar sanctions imposed by a jurisdiction with authority over the Company. The Company will not directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities Shares contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, Subsidiary nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, representative, agent affiliate 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 Subsidiary is currently owned or controlled by an individual or entity, or is located, organized or resident in a country or territory, that is 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 offering any sale of the Securities contemplated herebyShares, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person 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. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities ADSs contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than UBS Securities) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company Company, the Operating Partnership nor any of its the subsidiaries or any director or officer of the Company or any subsidiary, Operating Partnership nor, to the knowledge of the CompanyCompany and the Operating Partnership, any employeedirector, representativeofficer, agent agent, employee or affiliate of the Company Company, the Operating Partnership or any of its the subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries 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 offering of the Securities contemplated herebyoffering, or lend, contribute or otherwise make available such proceeds proceeds, to any subsidiary, joint venture partner or other person or entity, entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representativeRepresentatives, 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 offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate 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”) or the Office of the Superintendent of Financial Institutions (Canada) pursuant to the Special Economic Measures Act (Canada); and the Company will not directly or indirectly use the proceeds of the offering of the Securities contemplated herebythis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representativeRepresentative, 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or Subsidiaries nor any director or executive officer of the Company or any subsidiarySubsidiary, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries Subsidiaries or any 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 of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company Company, ICG LP nor any of its their subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the CompanyCompany or ICG LP, any director, officer, agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company Company, ICG LP or any of its their 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 Company, ICG LP nor any of their subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities contemplated herebyoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than the Underwriters) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor Company, any of its subsidiaries or Subsidiaries nor any director or officer of the Company or any subsidiarySubsidiary, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries Subsidiaries or any 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 of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither None of the Company nor Company, any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any employeedirector, representativeofficer, agent agent, employee 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. 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 offering of the Securities contemplated herebyhereunder or the Top-Up Shares or from the settlement of the Forward Sale Agreement, as the case may be, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person 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. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiaryof its subsidiaries, nor, to the knowledge of the Company, any 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 offering of the Public Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or Subsidiaries nor any director or officer of the Company or any subsidiarySubsidiary, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries Subsidiaries or any 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 of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or any director or officer of the Company or any subsidiary, officers nor, to the knowledge of the Company, any agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person or entity 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”)or the U.S. Department of State; and the Company will not directly or indirectly use any of the proceeds of from the offering sale of the Securities by the Company in the offering contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the to engage in, facilitate or finance any activities of with or involving any person or entity that is currently subject to the target of any U.S. sanctions administered by OFACin a manner that would result in a violation of U.S. sanctions.

OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or any director or officer of the Company or any subsidiary, officers nor, to the knowledge of the Company, any agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person or entity 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”)or the U.S. Department of State; and the Company will not directly or indirectly use any of the proceeds from the sale of the New Notes by the Company in the offering of the Securities contemplated herebyby this New Notes Purchase Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the to engage in, facilitate or finance any activities of with or involving any person or entity that is currently subject to the target of any U.S. sanctions administered by OFACin a manner that would result in a violation of U.S. sanctions.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, Subsidiary nor, to the knowledge of the Company’s Knowledge, any director, officer, agent, employee, representative, agent Affiliate or affiliate of the Company or any of its subsidiaries or any 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 offering sale of the Securities contemplated herebyShares or the shares of Class A Common Stock being sold pursuant to the Additional Agreements, or lend, contribute or otherwise make available such proceeds to any person Subsidiary, joint venture partner or other Person 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. Neither the Company nor any of its subsidiaries or subsidiary nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries subsidiary or any 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries subsidiaries, directors or any director or officer of the Company or any subsidiary, officers nor, to the knowledge of the Company, any agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person or entity 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”)or the U.S. Department of State; and the Company will not directly or indirectly use any of the proceeds from the sale of the Shares by the Company in the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the to engage in, facilitate or finance any activities of with or involving any person or entity that is currently subject to the target of any U.S. sanctions administered by OFACin a manner that would result in a violation of U.S. sanctions.

OFAC. Neither the Company nor any of its subsidiaries or Subsidiaries nor any director or officer of the Company or any subsidiaryof its Subsidiaries, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries Subsidiaries or any 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 of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries Subsidiaries or any director or officer of the Company or any subsidiaryof its Subsidiaries, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries Subsidiaries or any 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 of the Securities Placement Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than the Dealer Manager) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor or any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate or affiliate of the Company person or any of its subsidiaries or any other person entity 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 (the “OFAC”); and the . The Company will not directly or indirectly use any of the proceeds received by the Company from the issuance and sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person or entity currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than the Underwriters) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor any of its subsidiaries or nor any director or officer of the Company or any subsidiary, subsidiary nor, to the knowledge of the Company, any 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 offering of the Securities Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate or affiliate of the Company or any of its subsidiaries or any other person or entity 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 from the sale of the Senior Notes by the Company in the offering of the Securities contemplated herebyby this Senior Notes Purchase Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person 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. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiarySignificant Subsidiaries, nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, representative, agent affiliate 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 Significant 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, and will cause all of its Significant Subsidiaries not to, knowingly directly or indirectly use the proceeds of the offering sale of the Securities contemplated herebySecurities, or lend, contribute or otherwise make available such proceeds to any Significant Subsidiaries, joint venture partner or other person 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. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than UBS Securities) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither None of the Company nor Company, any of its subsidiaries or any director or officer of the Company or any subsidiary, norSubsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, representative, agent Affiliate 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 Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or similar sanctions imposed by a jurisdiction with authority over the Company; and the Company will not directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities Shares contemplated hereby15 by this Agreement, or lend, contribute or otherwise make available any such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, noror, to the knowledge of the Company, any director, officer, agent, employee, representative, agent affiliate (other than W▇▇▇▇ Fargo Securities) 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of the offering of the Securities contemplated herebyby this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by the OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any 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 offering of the Securities Offered Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries or any director or officer of the Company or any subsidiarySubsidiaries, nor, to the knowledge of the Company, any employeedirector, representativeofficer, agent agent, employee 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 Subsidiaries is currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or Her Majesty’s Treasury Department (collectively, “OFACSanctions”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFACSanctions.