Common use of OFAC Clause in Contracts

OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities contemplated 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 None of the Company nor Transaction Entities, any of its their subsidiaries noror, to the knowledge of either of the CompanyTransaction Entities, any director, officer, agent, employee, employee or affiliate or other person acting on behalf of either 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 will not directly or indirectly use any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entityperson, 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate employee or person acting on behalf subsidiary of the Company or is a person currently listed on any publicly available sanctions-related list of its subsidiaries is currently subject to any U.S. sanctions administered designated persons maintained by the Office of Foreign Assets Asset Control of the U.S. Treasury Department on its official website, h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇-center/sanctions/, or any replacement website (a “OFACSanctioned Person”); and the Company will not directly or indirectly use any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, 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 OFACSanctioned Person.

OFAC. Neither the Company nor any of its subsidiaries nor, to To the knowledge of the Company, none of the Company, its Subsidiaries or any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to the target of any proceeding, investigation, suit or other action arising out 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementPlacement Shares hereunder, 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 None of the Company nor Company, any of its subsidiaries norSubsidiaries or, to the knowledge of the CompanyTCP Entities, 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 any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof its Subsidiaries, joint venture partner partners or other person or entityperson, 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 nor, to the knowledge of the Company, any directortrustee, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities contemplated 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 or any of its subsidiaries the Subsidiaries nor, to the knowledge of the Company, any directortrust manager, officer, agent, employee, affiliate or 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 and the Subsidiaries will not directly or indirectly use any the proceeds of the proceeds received by the Company from the sale of Securities offering contemplated by this Agreementhereby or pursuant to any Confirmation, 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 None of the Company nor any of its subsidiaries norCompany, the Operating Partnership, the Subsidiaries or, to the knowledge of the CompanyCompany and the Operating Partnership, any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company or any of its subsidiaries the Operating Partnership or 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 and the Operating Partnership will not directly or indirectly use any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this Agreementhereunder, 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 Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 knowingly directly or indirectly use any of the proceeds received by the Company from the sale of Securities contemplated 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 Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate Affiliate or person acting on behalf of any 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 any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Purchased Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiarysubsidiary of the Company, joint venture partner or other person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other 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 nor, to the knowledge of the Company, any directortrustee, officer, agent, employee, affiliate or 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 will not directly or indirectly use any the Net Proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, or lend, contribute or otherwise make available any such proceeds to the Operating Partnership or any subsidiary, other Subsidiary or joint venture partner of the Company, the Operating Partnership or any Subsidiary 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 None of the Company nor Company, any of its subsidiaries norSubsidiary or, to the knowledge of the Company, any director, officer, agent, employee, affiliate Affiliate or 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 the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate employee or person acting on behalf subsidiary of the Company or is a person currently listed on any publicly available sanctions-related list of its subsidiaries is currently subject to any U.S. sanctions administered designated persons maintained by the Office of Foreign Assets Asset Control of the U.S. Treasury Department on its official website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/resource-center/sanctions/, or any replacement website (a “OFACSanctioned Person”); and the Company will not directly or indirectly use any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, 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 OFACSanctioned Person.

OFAC. Neither of the Company nor Transaction Entities, any of its their subsidiaries noror, to the knowledge of either of the CompanyTransaction Entities, any director, officer, agent, employee, employee or affiliate or person acting on behalf of either of the Company or any of its subsidiaries Transaction Entities 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 the proceeds of the proceeds received by offering and the Company from issuance of the sale of Securities contemplated by this AgreementPrivate Placement Shares, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entityperson, 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 Company, its Subsidiaries or, to the knowledge of the Company, its subsidiaries Joint Ventures, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company Company, its Subsidiaries or any of its subsidiaries Joint Ventures 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 the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, 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 None of the Company nor or any of its subsidiaries non-PRC Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of any of the Company or any of its subsidiaries non-PRC 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 received by the Company from of the sale of Securities contemplated by this Agreementthe Units, or lend, contribute or otherwise make available any such proceeds to any subsidiarySubsidiary, joint venture partner or other person Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other 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 (including the Partnership) nor, to the knowledge of the CompanyCompany or the Partnership, any director, officer, agent, employee, affiliate or person acting on behalf representative 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 Partnership will not not, directly or indirectly indirectly, use any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementShares hereunder, 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 of the Company nor any of its subsidiaries noror the Subsidiary or, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, employee or affiliate of the Company or the Subsidiary or any 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. Department of the Treasury Department (“OFAC”); , and the Company will not not, directly or indirectly indirectly, use any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this AgreementOffering hereunder, 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 Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 any of the proceeds received by the Company from the sale of Securities Shares contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiarySubsidiary, 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 nor, to the knowledge of the Company, any directortrustee, officer, agent, employee, affiliate or 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 will not directly or indirectly use any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, or lend, contribute or otherwise make available any such proceeds to the Operating Partnership or any subsidiary, other Subsidiary or joint venture partner of the Company, the Operating Partnership or any Subsidiary 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 nor, to the knowledge of the Company, after due inquiry, any director, officer, agent, employee, affiliate or 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 such sanctions, “U.S. Sanctions”); and the Company will not directly or indirectly use any of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, or lend, contribute or otherwise make available any such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person person, or in any country or territory, that currently is the subject to any U.S. sanctions administered Sanctions or in any other manner that will result in a violation by OFAC.any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of U.S.

OFAC. Neither the Company nor any of its subsidiaries nor, to To the knowledge of the Company, none of the Company, its Subsidiaries or any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to the target of any proceeding, investigation, suit or other action arising out 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this Agreementhereunder, 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities the Notes contemplated 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 Company, nor any of its subsidiaries subsidiaries, nor any director or officer nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 other relevant sanctions authority (“Sanctions”); and the Company will not directly or indirectly use any of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, or lend, contribute or otherwise make available any such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the subject 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 underwriter, advisor, investor or otherwise) of applicable Sanctions.

OFAC. Neither None of the Company nor Transaction Parties, Prologis or any of its their respective subsidiaries noror, to the knowledge of the Companyany Transaction Party, any director, officer, agent, employeeemployee or affiliate of any Transaction Party, affiliate or person acting on behalf of the Company Prologis or any of its their respective 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 Transaction Parties nor Prologis will not directly or indirectly use any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, or lend, contribute or otherwise make available any 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 any of its subsidiaries nor, to To the knowledge of the Company, none of the Company, its Subsidiaries or any director, officer, agent, employee, employee or controlled affiliate or person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to the target of any proceeding, investigation, suit or other action arising out 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementPlacement Shares hereunder, 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 the subject to of any U.S. sanctions administered by OFAC, in breach of such sanctions.

OFAC. Neither the Company nor any of its subsidiaries (including the Partnership) nor, to the knowledge of the CompanyCompany or the Partnership, any director, officer, agent, employee, affiliate or person acting on behalf representative 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 Partnership will not not, directly or indirectly indirectly, use any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this Agreementhereunder, 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 subsidiaries, directors, officers nor, to the knowledge of the Company’s knowledge, 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 (“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 any the proceeds of the proceeds received by the Company from the offering and sale of Securities contemplated by this Agreementthe Offered Securities, 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 OFACin violation of Sanctions.

OFAC. Neither None of the Company nor any of its subsidiaries Partnership Entities nor, to the knowledge of the CompanyPartnership Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries the Partnership Entities 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 Partnership will not directly or indirectly use any of the proceeds received by the Company Partnership from the sale of the Partnership Securities contemplated 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 subsidiary, nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee, affiliate or 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, and will cause its subsidiary not to, knowingly directly or indirectly use any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiarysubsidiaries, 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 norsubsidiaries, any Predecessor Entity (or subsidiary thereof) 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 any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entityperson, 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 any of its subsidiaries Partnership Entities nor, to the knowledge of the CompanyPartnership Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries the Partnership Entities 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 Partnership will not directly or indirectly use any of the proceeds received by the Company Partnership from the sale of Securities contemplated 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities Preferred Stock contemplated by this Agreement or any Terms 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 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 is currently designated as 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 received by the Company from the sale of Securities by the Company in the offering contemplated 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 designated as subject to any U.S. sanctions administered by OFAC.

OFAC. Neither None of the Company nor any of its subsidiaries Partnership Entities nor, to the knowledge of the CompanyPartnership Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries the Partnership Entities 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 Partnership will not directly or indirectly use any of the proceeds received by the Company Partnership from the sale of the Securities contemplated 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 Company, its Subsidiaries or, to the knowledge of the Company, its subsidiaries Joint Ventures, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company Company, its Subsidiaries or any of its subsidiaries Joint Ventures 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 the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, 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 None of the Company nor any of its subsidiaries norCompany, Stripes Holdings or, to the knowledge of the CompanyCompany and Stripes Holdings, any director, officer, agent, employee, affiliate or person acting on behalf of the Company or its subsidiary or Stripes Holdings 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 any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this Agreementoffering, 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 None of the Company nor Company, any of its subsidiaries noror, 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 any the proceeds of the proceeds received by issuance and allotment of the Company from the sale of Securities contemplated by this AgreementSecurities, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof its subsidiaries, joint venture partner partners or other person or entityperson, 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 nor, to To the knowledge of the Company, none of the Company, its subsidiaries or any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to the target of any proceeding, investigation, suit or other action arising out 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 any the proceeds of the proceeds received by offering of the Company from the sale of Placement Securities contemplated by this Agreementhereunder, 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 Except as may have been disclosed in the Prospectus or the Company’s Exchange Act filings, none of the Company nor any of or its subsidiaries subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to 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 any of the proceeds received by the Company from the sale of Securities contemplated by this Agreementany Placement hereunder, 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 the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 any of the proceeds received by the Company from the sale of Securities Shares contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiarySubsidiary, 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 None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or 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 any the proceeds of the proceeds received by offering of the Company Top-Up Shares or from the sale settlement of Securities contemplated by this the Forward Sale Agreement, as the case may be, 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. United States sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries nor, 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 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 received by the Company from the sale of Securities the Shares by the Company in the offering contemplated 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 or entity currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company Operating Partnership from the sale of Securities contemplated 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities Placement Shares contemplated 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 None of the Company nor Company, the Guarantors or any of its their respective subsidiaries noror, to the knowledge of the CompanyCompany or the Guarantors, any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company Company, the Guarantors or any of its their respective 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 any the proceeds of the proceeds received by offering of the Company from the sale of Offered Securities contemplated by this Agreementhereunder, 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 such person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate employee or 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 knowingly indirectly use any of the proceeds received by the Company from the sale of Securities contemplated 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 None of the Company nor Company, any of its subsidiaries norSubsidiaries or, to the knowledge of the CompanyCompany or any Guarantor, 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 any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof its Subsidiaries, joint venture partner partners or other person or entityperson, 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 any of the proceeds received by the Company from the sale of Securities contemplated 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 that is the subject to of any U.S. sanctions administered by OFAC, in violation of such sanctions.

OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities contemplated 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 nor, to To the knowledge of the Company, none of the Company, its Subsidiaries or any director, officer, agent, employee, employee or controlled affiliate or person acting on behalf of the Company or any of its subsidiaries Subsidiaries is currently subject to the target of any proceeding, investigation, suit or other action arising out 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementPlacement Shares hereunder, 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 None of the Company nor or any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementShares, 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 None of the Company nor Company, TOG or any of its subsidiaries TOG’s Subsidiaries nor, to the knowledge of the Company’s Knowledge, any director, officer, agent, employee, affiliate or person Person acting on behalf of the Company Company, TOG or any of its subsidiaries TOG’s 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 received by the Company from the sale of Securities contemplated by this Agreementoffering, or lend, contribute or otherwise make available any such proceeds to any subsidiarySubsidiary, joint venture partner or other person Person or entity, for the purpose of financing the activities of any person Person currently subject to any U.S. sanctions administered by OFAC.

OFAC. Neither None of the Company nor any of its subsidiaries Partnership Entities nor, to the knowledge of the CompanyPartnership Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries the Partnership Entities 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 Partnership will not directly or indirectly use any of the proceeds received by the Company Partnership from the sale of Securities the Units contemplated 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 None of the Company nor Company, any of its subsidiaries norSubsidiaries or any Multiband Entity or, to the knowledge of the Company’s Knowledge, any director, officer, agent, employeeemployee or Affiliate of the Company, affiliate any of its Subsidiaries or any Multiband Entity or other person acting on their 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 neither Issuer will not directly or indirectly use any the proceeds of the proceeds received by the Company from the sale of Securities contemplated by this AgreementOffering, 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 None of the Company nor Company, any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee, employee or affiliate or 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 any the proceeds of the proceeds received by offering of the Company from Shares or the sale of Securities contemplated by this AgreementConfirmation Shares hereunder or under any Terms Agreement or any Confirmation, 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. United States sanctions administered by OFAC.

OFAC. Neither None of the Company nor or any of its subsidiaries noror, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementSecurities, 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 None of the Company nor or any of its subsidiaries Subsidiaries nor, to the knowledge of the Company’s Knowledge, any director, officer, agent, employee, affiliate Affiliate or 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 any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Securities, or lend, contribute or otherwise make available any such proceeds to any subsidiaryof the Company’s Subsidiaries, joint venture partner or other person 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 None of the Company nor or any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of any 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 any of the proceeds received by the Company from of the sale of Securities contemplated by this Agreementthe Preferred Shares, or lend, contribute or otherwise make available any such proceeds to any subsidiarySubsidiary of the Company, joint venture partner or other person Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other 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 nor, to To the knowledge of the Company, none of the Company, its Subsidiary or any director, officer, agent, employee, employee or affiliate or person acting on behalf of the Company or any of its subsidiaries Subsidiary is currently subject to the target of any proceeding, investigation, suit or other action arising out 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 any the proceeds of the proceeds received by offering of the Company from the sale of Securities contemplated by this AgreementPlacement Shares hereunder, 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 nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or 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 received by the Company from the sale of Securities contemplated 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.