Common use of Office of Foreign Assets Control Clause in Contracts

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company Partnership nor any of its Subsidiaries, directors or officers, norSubsidiaries is and, to the knowledge of the CompanyPartnership, any employeeno director, officer, agent, affiliate employee or other Person person associated with or acting on behalf of the Company or any of its Subsidiaries Partnership Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. government U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or are any of the Partnership or its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of UkraineCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); and neither the Company Partnership nor any of its Subsidiaries will not directly or indirectly use the proceeds from the sale of the offering of the Public Shares Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, ; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Partnership and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. (i) Neither the Company nor any of its SubsidiariesSubsidiary (collectively, directors or officers, the “Entity”) nor, to the knowledge of the Company’s knowledge, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (in this paragraph (nn), a “Person”) is (A) currently the subject or the target of to any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively, “Sanctions”), ) nor is the Company or any of its subsidiaries (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctions, territory (including, without limitation, the Crimea Region of UkraineCuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or Republic and the non-Ukrainian-government controlled regions Crimea Region of Kherson or Zaporizhzhia of the Ukraine, Cuba, Iran, North Korea and Syria ) (each, a the “Sanctioned CountryCountries”); (ii) the Entity represents and the Company covenants that it will not not, directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity Person: (iA) to fund or facilitate any activities or business of or business with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or target of Sanctions, (ii) to fund or facilitate any activities of or business in any is a Sanctioned Country Country; or (iiiB) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise); and (iii) of Sanctions. For the Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past five 5 years, the Company and its subsidiaries have it has not knowingly engaged in and are in, is not now knowingly engaged engaging in, and will not engage in in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any is or was a Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiariessubsidiaries, directors or officers, nor, nor to the knowledge of the Company, any employeedirector, officer, manager agent, affiliate or other Person associated with or acting on behalf employee of the Company or any of its Subsidiaries subsidiaries is a Person that is, or is owned or controlled by a Person that is, currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “"specially designated national” " or “"blocked person”"), the United Nations Security Council, the European Union, His Her Majesty’s 's Treasury, or other relevant sanctions authority (collectively, “"Sanctions”"), nor is the Company Company, ASPI or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of UkraineRegion, the so-called Donetsk People’s 's Republic, the so-called Luhansk People’s 's Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea Korea, Russia and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, years the Company and or its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (i) is currently the subject or the target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business person in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company and its subsidiaries have not knowingly nor any Subsidiary has engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country. The , in the preceding 3 years, nor does the Company and or any Subsidiary have any plans to increase its subsidiaries have instituteddealings or transactions with Sanctioned Persons, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance or with all Sanctions provisions.or in Sanctioned Countries

Office of Foreign Assets Control. Neither the Company Partnership nor any of its Subsidiaries, directors or officers, norSubsidiaries is and, to the knowledge of the CompanyPartnership, any employeeno director, officer, agent, affiliate employee or other Person person associated with or acting on behalf of the Company or any of its Subsidiaries Partnership Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. government U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or are any of the Partnership or its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Venezuela (each, a “Sanctioned Country”); and neither the Company Partnership nor any of its Subsidiaries will not directly or indirectly use the proceeds from the sale of the offering of the Public Shares Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, ; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company Partnership and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiariesthe Subsidiaries has made any contribution or other payment to any official of, directors or officerscandidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the SEC Reports. Neither the Company nor any Subsidiary nor, to the knowledge of the Company’s knowledge, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary is currently the subject or the target of to any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department Departments of State or Commerce and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury, Treasury or any other relevant sanctions authority (collectively, “Sanctions”), nor is authority. Neither the Company or nor any of its subsidiaries Subsidiaries are located, organized or resident in a country or territory that is the subject or target of Sanctionsa comprehensive embargo or sanctions prohibiting trade with the country or territory, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of UkraineCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); . No action of the Company or any of its Subsidiaries in connection with (i) the execution, delivery and performance of this Agreement and the Company other Transaction Documents, (ii) the issuance and sale of the Securities or (iii) the direct or indirect use of proceeds from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will not directly or indirectly use result in the proceeds of the offering of transactions contemplated hereby and by the Public Shares hereunderother Transaction Documents being used, or lendloaned, contribute contributed or otherwise make available such proceeds made available, directly or indirectly, to any subsidiarySubsidiary, joint venture partner or other Person person or entity entity, for the purpose of (i1) to fund unlawfully funding or facilitate facilitating any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii2) to fund unlawfully funding or facilitate facilitating any activities of or business in any Sanctioned Country or (iii3) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctionssanctions. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company’s knowledge, any employeedirector, officer, agent, employee, affiliate or any agent or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary is (i) currently the subject or the target of to any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. United States Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, (including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject or target of Sanctionscomprehensive Sanctions (currently, includingCuba, without limitationIran, North Korea, Syria, and the Crimea Region of UkraineCrimea, the so-called Donetsk People’s Republic, the and so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled Republic regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria ) (each, each a “Sanctioned CountryJurisdiction”); and the . The Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person person or entity (i1) to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities Sanctions in violation of or business in any Sanctioned Country Sanctions or (iii2) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriterpurchaser, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of its Subsidiaries is knowingly engaged in, or ​ ​ has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction, in violation of Sanctions. The Company and its subsidiaries Subsidiaries have instituted, maintain and enforcemaintain, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure achieve continued compliance with all Sanctions provisionsSanctions.

Office of Foreign Assets Control. Neither None of the Company nor or any of its Subsidiaries, directors or officers, Subsidiaries nor, to the knowledge of the Company, any employeedirector, officer, agent, affiliate affiliate, employee or other Person person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) ), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, ,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority authority, or a resident or incorporated or engaged in a business in an “Enemy State” pursuant to the Israeli Trade with the Enemy Ordinance, 1939 (collectively, “Sanctions”), nor is the Company or any of its material subsidiaries located, organized organized, or resident in a country or territory that is the subject or target of Sanctionscomprehensive country-wide or territory-wide Sanctions (as of the date of this Agreement, includingCuba, without limitationIran, Syria, North Korea, the Crimea Region region of Ukraine, Ukraine the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria ) (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of comprehensive Sanctions, in violation of applicable Sanctions or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transactiontransactions contemplated herein, whether as underwriter, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of its Subsidiaries is engaged in, or has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned Country. The Jurisdiction in violation of applicable Sanctions; the Company and its subsidiaries Subsidiaries have instituted, maintain and enforcemaintain, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve continued compliance with all Sanctions provisionsSanctions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiariessubsidiaries, directors or officers, nor, nor to the knowledge of the Company, any employeedirector, officer, manager agent, affiliate or other Person associated with or acting on behalf employee of the Company or any of its Subsidiaries subsidiaries is a Person that is, or is owned or controlled by a Person that is, currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, ASPI or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of UkraineRegion, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria Russia (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and or its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. (a) Neither the Company nor any of its Subsidiariessubsidiaries nor any director, directors or officersofficer, nor, to the knowledge of the Company, any employee, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries, (i) is, or is controlled by or is 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the U.S. government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His a member state of the European Union (including sanctions administered or enforced by Her Majesty’s TreasuryTreasury of the United Kingdom), Mexico, Argentina or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”), nor or (ii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea “Sanctioned Countries” and Syria (each, a “Sanctioned Country”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person individual or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). (i) The Company has not and (ii) none of Sanctions. For its subsidiaries has, since April 4, 2018 or (iii) has, to the past five years, knowledge of the Company after due inquiry and its subsidiaries have not knowingly diligence, on or prior to April 4, 2018, engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions Sanctioned Persons, or with any or in a Sanctioned Country. The , since its incorporation, nor does the Company and or any of its subsidiaries have institutedany plans to engage in dealings or transactions with or for the benefit of Sanctioned Persons, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance or with all Sanctions provisionsor in a Sanctioned Country.

Office of Foreign Assets Control. Neither Except as would not, individually or the Company nor any of its aggregate, result in a Material Adverse Effect, (a) the Partnership Parties, their respective Controlled Subsidiaries, directors or officersand to the Knowledge of the Partnership Parties, northeir respective Non-Controlled Subsidiaries and Limited Control Subsidiaries, and, to the knowledge Knowledge of the CompanyPartnership Parties and any of their respective Subsidiaries, any director, officer, employee, agent, affiliate distributor, consultant, Affiliate, or other Person associated with or acting on behalf of the Company or any of its Partnership Parties and their respective Subsidiaries is have at all times fully complied with, and are currently in full compliance with, (i) all applicable U.S. and foreign government laws and regulations concerning the subject or the target exportation of any sanctions products, technology, technical data or services, including those administered or enforced by the U.S. government (includingby, without limitation, the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury; (ii) U.S. and international economic and trade sanctions, including, but not limited to, those administered by the Office of Foreign Assets Control of (“OFAC”) within the U.S. Department of the Treasury Treasury; and (“OFAC”iii) or all laws and regulations administered by the Bureau of Customs and Border Protection in the U.S. Department of State and includingHomeland Security; (b) neither the Partnership Parties nor any of their respective Subsidiaries, without limitationnor, to the designation as a “specially designated national” Knowledge of the Partnership Parties or “blocked person”)any of their respective Subsidiaries, the United Nations Security Councilany director, the European Unionofficer, His Majesty’s Treasuryemployee, agent, distributor, consultant, Affiliate, or other relevant sanctions authority (collectivelyPerson acting on behalf of the Partnership Parties or their respective Subsidiaries, “Sanctions”)has engaged in, nor or is the Company currently engaged in, any sales, exports, re-exports, imports, or any of its subsidiaries locatedother activities in, organized relating to, or resident in a country involving, directly or territory that is the indirectly, countries subject or target of Sanctionsto U.S. economic sanctions, including, without limitationincluding Cuba, the Crimea Region of Ukraine, Iran, Syria, and Sudan, or that otherwise would be prohibited if performed by U.S. persons or entities; (c) neither the so-called Donetsk People’s RepublicPartnership Parties nor any of their respective Subsidiaries, nor, to the Knowledge of the Partnership Parties or any of their respective Subsidiaries, any director, officer, employee, agent, distributor, consultant, affiliate, other person acting on behalf of the Partnership Parties or their respective Subsidiaries, is (1) listed on, or owned or controlled by, fifty (50%) or more in the aggregate, directly or indirectly, a person or persons listed on, (i) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or other prohibited persons made publicly available or provided to the Partnership Parties or any of their respective Subsidiaries by any agency of the government of the United States or any jurisdiction in which the Partnership Parties or any of their respective Subsidiaries are doing business; (ii) the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List,” “Entity List,” or “Unverified List”; (iii) the Office of Defense Trade Controls of the United States Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority; or (2) or has engaged in business transactions or other dealings with, or is currently engaged in business transactions or other dealings with, an entity listed on, or owned or controlled by, fifty percent (50%) or more in the aggregate, directly or indirectly, a person or persons listed on, (i) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or other prohibited persons made publicly available or provided to the Partnership Parties or any of their respective Subsidiaries by any agency of the government of the United States or any jurisdiction in which the Partnership Parties or any of their respective Subsidiaries are doing business; (ii) the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List,” “Entity List,” or “Unverified List”; (iii) the Office of Defense Trade Controls of the United States Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority; or (3) operating, organized in, or resident in, or acting on behalf of a Government of, or involved in business arrangements or other transactions with, a countries subject to U.S. economic sanctions, including Cuba, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia Crimea Region of Ukraine, Cuba, Iran, North Korea Syria, and Syria Sudan, or any person owned or controlled, fifty percent (each50%) or more in the aggregate, a “Sanctioned Country”); and the Company will not directly or indirectly use indirectly, by any such person or persons, or (3) a person who has been determined by competent authority to be subject to the proceeds prohibitions contained in Executive Order 13224, 66 Fed. Reg. 49,079 (Sept. 25, 2001) (Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism), Executive Order 13382, 70 Fed. Reg. 38,567 (July. 1, 2005) (Executive Order Blocking Property of Weapons of Mass Destruction Proliferators and Their Supporters), or any other similar prohibitions contained in the laws administered by, and regulations of, OFAC or in any enabling legislation or other executive orders in respect thereof; (d) neither the Partnership Parties nor any of their respective Controlled Subsidiaries, and to the Knowledge of the offering Partnership Parties, Non-Controlled Subsidiaries or Limited Control Subsidiaries, nor, to the Knowledge of the Public Shares hereunderPartnership Parties or any of their respective Subsidiaries, any director, officer, employee, agent, distributor, consultant, affiliate, or lendother person acting on behalf of the Partnership Parties or their respective Subsidiaries has made a voluntary disclosure to governmental regulatory authorities reporting violations of laws or regulations relating to the export or re-export of products, contribute technology, software, services or otherwise make available such proceeds other information from the United States or any other jurisdiction; (e) neither the Partnership Parties nor any of their respective Controlled Subsidiaries, and to the Knowledge of the Partnership Parties, Non-Controlled Subsidiaries or Limited Control Subsidiaries, nor, to the Knowledge of the Partnership Parties or any subsidiaryof their respective Subsidiaries, joint venture partner any director, officer, employee, agent, distributor, consultant, Affiliate, or other Person acting on behalf of the Partnership Parties or entity their respective Subsidiaries, have participated or are currently participating in, or have cooperated or are currently cooperating with, an unsanctioned international boycott within the meaning of Section 999 of the Internal Revenue Code of 1986, as amended; and (if) to fund or facilitate any activities of or business with any Person thatif, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five yearsfuture, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in Partnership Parties or any dealings or transactions with of their respective Subsidiaries determines that any person that at the time of the dealing foregoing was incorrect as of the date hereof or transaction is or was has ceased to be correct, the subject or Partnership Parties agree to promptly notify the target of Sanctions or with any Sanctioned CountryInvestors. The Company Partnership Parties agree and its subsidiaries acknowledge that if at any time it is discovered that any of the foregoing representations were incorrect as of the date hereof or have institutedceased to be correct, maintain or if otherwise required by the laws and enforceregulations administered and enforced by OFAC, the Investors may undertake appropriate action, including but not limited to, segregation, blocking, freezing, or termination of the interests of the Partnership Parties and their respective Subsidiaries. The Partnership Parties further agree and acknowledge that neither the Partnership Parties nor any of their respective Subsidiaries will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisionshave any claim against the Investors for any form of damages as a result of any of the foregoing actions.

Office of Foreign Assets Control. Neither the Company nor any of its the Subsidiaries, directors nor, to the Company’s knowledge after due inquiry, any director or officers, officer of the Company or any of the Subsidiaries nor, to the knowledge of the Company, any agent, employee, agent, affiliate or other Person person associated with or acting on behalf of the Company or any of its the Subsidiaries is (A) currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) ), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, ,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (B) located, organized organized, or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria comprehensive Sanctions (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or with a Sanctioned Jurisdiction (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of the Subsidiaries is engaged in, or has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned Country. The Jurisdiction; the Company and its subsidiaries the Subsidiaries have instituted, maintain and enforcemaintain, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve continued compliance with all Sanctions provisionsSanctions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (i) is currently the subject or the target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury, or other relevant sanctions authority ) (collectively, “"Sanctions”)" and such persons, nor is the Company "Sanction Persons") or any of its subsidiaries located(ii) will, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business person in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, "Sanctioned Countries" and each, a "Sanctioned Country"). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company and its subsidiaries have not knowingly nor any Subsidiary has engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any person that at Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries (rr) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the time Company, and/or, to the knowledge of the dealing Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or transaction is or was limited purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the subject Company's liquidity or the target availability of Sanctions or with any Sanctioned Countryrequirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. The Company and its subsidiaries 33‑8056; 34‑45321; FR‑61), required to be described in the Prospectus which have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisionsnot been described as required.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (i) is currently the subject or the target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business person in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company and its subsidiaries have not knowingly nor any Subsidiary has engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any person that at Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries (qq) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the time Company, and/or, to the knowledge of the dealing Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or transaction is or was limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably be expected to affect materially the subject Company’s liquidity or the target availability of Sanctions or with any Sanctioned Countryrequirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. The Company and its subsidiaries 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisionsnot been described as required.

Office of Foreign Assets Control. Neither None of the Company nor any of its Subsidiaries, directors or officers, nor, to the knowledge of the Company, any employeedirector, officer, agent, affiliate employee or other Person associated with Affiliate of the Company (i) is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of the Company any sanctions or any of its Subsidiaries (ii) is currently the subject or the target of any sanctions administered or enforced by the U.S. government (United States Government, including, without limitation, the Office of Foreign Assets Control of the U.S. United States Department of the Treasury (“OFAC”) Treasury, or the U.S. United States Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, ,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (iii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea “Sanctioned Countries” and Syria (each, a “Sanctioned Country”); and the Company , or (iv) will not directly or indirectly use the proceeds of the offering of the Public Shares Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the The Company and its subsidiaries have has not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country. The , in the preceding five years, nor does the Company and its subsidiaries have institutedany plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance or with all Sanctions provisionsor in a Sanctioned Country.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company’s knowledge, any employeedirector, officer, agent, employee, affiliate or any agent or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary is (i) currently the subject or the target of to any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. United States Treasury Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, (including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized organized, or resident in a country or territory that is the subject or target of Sanctionscomprehensive Sanctions (currently, includingCuba, without limitationIran, North Korea, Syria, and the Crimea Region of UkraineCrimea, the so-called Donetsk People’s Republic, the and so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled Republic regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria ) (each, each a “Sanctioned CountryJurisdiction”); and the . The Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person person or entity (i1) to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities Sanctions in violation of or business in any Sanctioned Country Sanctions or (iii2) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriterpurchaser, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of its Subsidiaries is knowingly engaged in, or has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction, in violation of Sanctions. The Company and its subsidiaries Subsidiaries have instituted, maintain and enforcemaintain, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure achieve continued compliance with all Sanctions provisionsSanctions.

Office of Foreign Assets Control. Neither the Company nor any of its the Subsidiaries, directors nor, to best of the Company’s knowledge, any director or officers, officer of the Company or any of the Subsidiaries nor, to the knowledge of the Company, any agent, employee, agent, affiliate or other Person person associated with or acting on behalf of the Company or any of its the Subsidiaries is (A) currently the subject or the target of any sanctions administered or enforced by the U.S. government (Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) ), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, ,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (B) located, organized organized, or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria comprehensive Sanctions (each, a “Sanctioned CountryJurisdiction”); , and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions, Sanctions or with a Sanctioned Jurisdiction (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of the Subsidiaries is engaged in, or has, at any time in the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned Country. The Jurisdiction; the Company and its subsidiaries the Subsidiaries have instituted, maintain and enforcemaintain, and will continue to maintain and enforce policies and procedures designed to promote and ensure achieve continued compliance with all Sanctions provisionsSanctions.

Office of Foreign Assets Control. Neither Contractor shall comply at all times with the Company nor any requirements of its Subsidiariesall Laws, directors or officersregulations, norand executive orders relating to economic and financial sanctions and trade embargoes imposed, to the knowledge of the Company, any employee, agent, affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (includingUnited States government, without limitationincluding the United States Department of State, the United States Department of the Treasury Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (as amended, collectively, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “SanctionsEconomic Sanctions Laws and Regulations”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea ) and Syria (each, a “Sanctioned Country”); and the Company Contractor will not directly or indirectly use the proceeds take any action in connection with this Agreement that would constitute a violation of the offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of SanctionsEconomic Sanctions Laws and Regulations, (ii) Executive Order No. 1322466 Fed. Reg. 49709 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to fund Commit or facilitate any activities of or business in any Sanctioned Country Support Terrorism (as amended, the “Terrorism Order”)) or (iiiii) in any other manner that will result in a violation the Uniting and Strengthening America by any Person Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwiseUSA PATRIOT ACT) of Sanctions2001, Public Law 107-56 (October 26, 2001), as amended. For Contractor represents and warrants that it is not a “blocked” person as described in Section 1 of the past five years, the Company Terrorism Order and its subsidiaries have does not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with (1) any “blocked” person, (2) any person that is the subject of sanctions under Economic Sanctions Laws and Regulations or (3) any person that is owned or controlled by, or acting for or on behalf of, directly or indirectly, any person described in the foregoing clause (1) or (2). Contractor further represents and warrants that it: (a) is not named on the OFAC Specially Designated Nationals and Blocked Persons list (the “OFAC SDN List”); (b) is not owned by or controlled by persons named on the OFAC SDN List; and (c) has not conducted business with or engaged in any transaction with any person named on the OFAC SDN List or any person that, to Contractor’s knowledge, was, at the time of such business transaction, owned by or controlled by persons named on the dealing OFAC SDN List, in each case, except to the extent authorized pursuant to specific or transaction is general licenses or was otherwise under Economic Sanctions Laws and Regulations. If Contractor obtains actual knowledge, including by virtue of receiving any written notice, that the subject or representations and warranties in the target foregoing sentence are no longer accurate (such change in accuracy, an “OFAC Violation”), (y) Contractor shall as soon as reasonably practicable (i) give written notice to Owner of Sanctions or such OFAC Violation and (ii) with respect to any Sanctioned Country. The Company OFAC Violation with respect to Contractor, take any and all steps reasonably determined by Contractor to remedy such OFAC Violation and, (z) Contractor hereby authorizes and consents to Owner taking any and all steps that Owner, acting reasonably, deems necessary, in its subsidiaries have institutedsole discretion, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance comply with all applicable Laws with respect to any such OFAC Violation, including the requirements of Economic Sanctions provisionsLaws and Regulations (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC, as required under Economic Sanctions Laws and Regulations).

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (i) is currently the subject or the target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business person in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Manager or is not material to the analysis under any Sanctions, neither the Company and its subsidiaries have not knowingly nor any Subsidiary has engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country. The , in the preceding three (3) years, nor does the Company and or any Subsidiary have any plans to increase its subsidiaries have instituteddealings or transactions with Sanctioned Persons, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance or with all Sanctions provisionsor in Sanctioned Countries.

Office of Foreign Assets Control. (i) Neither the Company nor any of its Subsidiariessubsidiaries, directors or officers, nor, nor to the knowledge of the Company, any employee, agent, affiliate or other Person associated with or acting on behalf employee of the Company or any of its Subsidiaries subsidiaries, any agent, affiliate or representative of the Company or any of its subsidiaries is currently an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are (A) the subject or the target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, His Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries ; (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region Crimea, Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, each a “Sanctioned Country”); and (ii) the Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other Person or entity entity, (iA) to fund for the purpose of funding or facilitate any facilitating the activities or business of or business with any Person Person, or in any country or territory, that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country ; or (iiiB) in any other manner that will result in a violation by any Person (including any Person person participating in the transaction, transaction whether as agent, initial purchaser, underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years; and (iii) since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in, and will not engage in in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither None of the Company nor or any of its Subsidiaries, directors or officers, norsubsidiaries or, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of to any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) ); and the Company will not directly or indirectly use the proceeds of the offering of the Securities, 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. Department of State and including, without limitation, the designation as sanctions administered by OFAC (a “specially designated national” or “blocked personSanctioned Person”). In addition, none of the Company or any of its subsidiaries or, to the knowledge of the Company, ​ ​ ​ any director, officer, employee, agent or affiliate of the Company, is an individual or entity currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Union or His Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, the Crimea Region of UkraineCrimea, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the . The Company will not not, directly or indirectly indirectly, use the proceeds of the offering sale of the Public Shares hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person person or entity (i) to fund or facilitate any activities of or business with any Person person, or in any country or territory, that, at the time of such funding or facilitation, is the subject a Sanctioned Person or target of SanctionsSanctioned Country, (ii) to fund or facilitate any activities of or business in each case, in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five yearsSince their inception, none of the Company and or any of its subsidiaries have not has knowingly engaged in and are not in, or is now knowingly engaged and will not engage in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, and North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity entity, in violation of Sanctions, (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (i) is currently the subject or the target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business person in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Managers or is not material to the analysis under any Sanctions, neither the Company and its subsidiaries have not knowingly nor any Subsidiary has engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country. The , in the preceding 3 years, nor does the Company and or any Subsidiary have any plans to increase its subsidiaries have instituteddealings or transactions with Sanctioned Persons, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance or with all Sanctions provisions.or in Sanctioned Countries

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, Subsidiary nor, to the knowledge of the Company, any employeedirector, officer, agent, employee or affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries Subsidiary (i) is currently the subject or the target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, His or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury, or other relevant sanctions authority ) (collectively, “"Sanctions”)" and such persons, nor is the Company "Sanction Persons") or any of its subsidiaries located(ii) will, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Public Shares hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business person in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any Person economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any Person person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, "Sanctioned Countries" and each, a "Sanctioned Country"). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company and its subsidiaries have not knowingly nor any Subsidiary has engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any person that at Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries (rr) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the time Company, and/or, to the knowledge of the dealing Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special 20 purpose or transaction is or was limited purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the subject Company's liquidity or the target availability of Sanctions or with any Sanctioned Countryrequirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. The Company and its subsidiaries 33‑8056; 34‑45321; FR‑61), required to be described in the Prospectus which have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisionsnot been described as required.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries, directors or officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other Person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.