Common use of Embargoed Person Clause in Contracts

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Sale hereunder, (a) none of the funds or assets of Indemnitor that are used to repay the Loan or of Borrower shall constitute property of, or shall be beneficially owned directly or, to Borrower’s best knowledge, indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, of any nature whatsoever in Borrower or any Indemnitor, as applicable, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenants.

Embargoed Person. At Borrower has performed and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause the Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders extent that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) without the knowledge of Xxxx-Xxxx Realty CorporationBorrower or Guarantor, through a Maryland corporationtransaction brokered by a FINRA and SEC registered broker dealer, provided such broker dealer has executed a publicly traded company that would otherwise be covered by dealer agreement or selling agreement with Guarantor or an affiliate of Guarantor in which it covenants to, among other things, comply with The USA PATRIOT Act (or any successor legislation), or (2) provided Borrower performs reasonable due diligence, without the knowledge of Borrower or Guarantor, after the initial sale or offering of such interests in Borrower, the resulting breach of the foregoing representations, warranties representations shall be deemed to be unintentional and covenantsnot willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of Borrower, none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor, Sponsor or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At Borrower has performed and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan or of Borrower shall Borrower, Principal and Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Principal or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, Principal or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower, Principal or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower, Principal or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause the Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders extent that an Embargoed Person acquires a non-controlling interest in IDIV, either (1) without the knowledge of Xxxx-Xxxx Realty CorporationBorrower or IDIV, through a Maryland corporationtransaction brokered by a FINRA licensed broker dealer not affiliated with IDIV, provided such broker dealer has executed a publicly traded company that would otherwise be covered by dealer agreement or selling agreement with IDIV or an affiliate of IDIV in which it covenants to, among other things, comply with The USA PATRIOT Act (or any successor legislation), or (2) provided Borrower performs reasonable due diligence, without the knowledge of Borrower or IDIV, after the initial sale or offering of such interests in IDIV, the resulting breach of the foregoing representations, warranties representations shall be deemed to be unintentional and covenantsnot willfully or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. (a) At all times times, throughout the term of the LoanTerm, including after giving effect to any Sale hereunderTransfers, (ai) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower Guarantor shall constitute property of, or shall be beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (PATRIOT Act) of 2001 and any Executive Order Orders or regulation regulations promulgated thereunder, each as may be amended from time to time, with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is would be prohibited by lawlaw (each, an “Embargoed Person”), or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and (bii) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is would be prohibited by law or the Loan is would be in violation of law, and (iii) none of the funds of Borrower or Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law. Notwithstanding Compliance with this provision in respect of Persons owning less than twenty percent (20%) of all beneficial interests in Borrower or Guarantor may be completed by virtue of actions taken on behalf of Borrower or Guarantor in the foregoing, Borrower makes no representation, warranty ordinary course of business through licensed broker dealers in accordance with all applicable legal requirements concerning third party investors and in a manner consistent with previous offerings conducted by Guarantor or covenant as its Affiliates to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsdate.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of Borrower, none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan (other than Lender) is designated as an Embargoed Person.

Embargoed Person. At Borrower has performed (or caused to be performed) and shall perform (or cause to be performed) reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any Sale hereunder, Transfers permitted pursuant to the Loan Documents (a) none of the funds or other assets of Indemnitor that are used to repay Borrower, Guarantor or the Loan or of Borrower shall REIT constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Guarantor or any Indemnitorthe REIT, as applicable, with the result that the investment in Borrower Borrower, Guarantor or any Indemnitorthe REIT, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower, Guarantor or the REIT, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower, Guarantor or the REIT, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause the Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders extent that an Embargoed Person acquires a non-controlling interest in Borrower, Guarantor or the REIT, without the knowledge of Xxxx-Xxxx Realty CorporationBorrower, Guarantor or the REIT, through a Maryland corporationtransaction brokered by a Financial Industry Regulatory Authority (FINRA) licensed broker dealer not affiliated with Borrower, Guarantor or the REIT, provided such broker dealer has executed a publicly traded company that would otherwise be covered by dealer agreement or selling agreement with the REIT or other affiliate of the REIT in which it covenants to, among other things, comply with the USA PATRIOT Act (or any successor legislation), the resulting breach of the foregoing representations, warranties covenant shall be deemed to be unintentional and covenantsnot grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. At To the best of Borrower’s knowledge, as of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the other Mortgage Loan Parties or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the USA PATRIOT Act (including anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder with the result that the investment in Borrower Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any other Mortgage Loan Party or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by the Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any other Mortgage Loan Party or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any other Mortgage Loan Party or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding ; and (c) none of the foregoingfunds of Borrower, Borrower makes no representationSenior Mezzanine Borrower, warranty Mortgage Borrower, any other Mortgage Loan Party or covenant Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity with the result that the investment in Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any other Mortgage Loan Party or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Collateral to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantssubject to forfeiture or seizure.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan or of Borrower shall and Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.. (the “Trading With the Enemy Act”), and any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or regulations promulgated thereunder or executive order relating thereto (which for the avoidance of doubt shall include but shall not be limited to (i) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or regulation promulgated thereunderSupport Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)), with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by any Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (d) neither Borrower nor any of its Affiliates (i) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person”. Notwithstanding the foregoingFor purposes of determining whether or not a representations with respect to Guarantor is true or a covenant with respect to Guarantor, is being complied with under this Section 3.19, Borrower makes no representation, warranty or covenant as shall not be required to make any investigation into (i) the individual shareholders ownership of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company stock or other publicly traded securities, (ii) the ownership of assets by a collective investment fund that would otherwise be covered by holds assets for employee benefit plans or retirement arrangements or (iii) the foregoing representations, warranties and covenantsdirect or indirect ownership of limited partnership interests in Guarantor.

Embargoed Person. At To Borrower’s knowledge, as of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be Lenders is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding With respect to parties owning direct or indirect interests in Guarantor, Administrative Agent and each Lender acknowledges that Borrower has relied exclusively on its U.S. broker-dealer network to implement the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered normal and customary investor screening practices mandated by Applicable Law and FINRA regulations in making the foregoing representations, warranties and covenantsrepresentation.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay Borrower or the Loan or of Borrower shall Key Personnel constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et ct seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrowers, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or Applicable Law (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”"Embargoed Person"), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any Indemnitorthe Closely Related Companies, as applicable, with the result that the investment in Borrower Borrowers or any Indemnitorthe Closely Related Companies, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of each Borrower, none of the funds of any Borrower or the Key Personnel, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or the Closely Related Companies, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent any Borrower receives any written notice that Borrower or the Key Personnel (or any of their respective beneficial owners, affiliates or participants) or any Person that has an ownership interest in any Borrower or any of the Closely Related Companies is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender's option, warranty it shall be, an Event of Default hereunder if Borrower, or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan any Individual Borrower, Principal or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” ; (b) no Embargoed Person has any interest of any nature whatsoever in any Individual Borrower, Principal or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledgeGuarantor, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunderapplicable, with the result that the investment in Borrower any Individual Borrower, Principal or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by Lender would be is in violation of law, or ; and (2c) Executive Order 13224 (September 23, 2001) issued by the President none of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), funds of any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Individual Borrower, indirect interest, of any nature whatsoever in Borrower Principal or any IndemnitorGuarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower any Individual Borrower, Principal or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders extent that an Embargoed Person acquires a non-controlling interest in IREIT or IREIC, either (1) without the knowledge of Xxxx-Xxxx Realty CorporationBorrower, IREIT or IREIC, through a Maryland corporationtransaction brokered by a FINRA licensed broker dealer not affiliated with IREIT or IREIC, provided such broker dealer has executed a publicly traded company that would otherwise be covered by dealer agreement or selling agreement with IREIT or IREIC or an affiliate of IREIT or IREIC in which it covenants to, among other things, comply with The USA PATRIOT Act (or any successor legislation), or (2) without the knowledge of Borrower, IREIT or IREIC, after the initial sale or offering of such interests in IREIT or IREIC, the resulting breach of the foregoing representations, warranties representations shall be deemed to be unintentional and covenantsnot willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be Lenders is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Agent, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to the best knowledge of Borrower, none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any written notice that Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Agent in writing. At Agent’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor, Sponsor or covenant as any other party to the individual shareholders of XxxxLoan affiliated with Borrower, Guarantor and/or Sponsor is designated as an Embargoed Person. The representations and covenants contained in this Section 3.1.40 shall not apply to (i) any Person that owns a direct or indirect interest in any Publicly Registered Restricted Party or Publicly Traded Restricted Party or (ii) any Non-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsDividend Limited Partner.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan or of Borrower shall constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any Indemnitor, as applicableBorrower, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) none of the funds of Borrower have been derived from any unlawful activity with the result that the investment in Borrower (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in Borrower is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan or of Borrower shall Mortgage Borrower, Borrower, Principal, Operating Tenant and Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (“Embargoed Person”) with the result that the investment in Borrower Mortgage Borrower, Borrower, Principal, or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by the Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Mortgage Borrower, Borrower, Principal, or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Mortgage Borrower, Borrower, Principal, Operating Tenant or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding ; and (c) to Borrower’s knowledge, none of the foregoingfunds of Mortgage Borrower, Borrower makes no representationBorrower, warranty Principal, Operating Tenant or covenant Guarantor, as to applicable, have been derived from any unlawful activity with the individual shareholders result that the investment in Mortgage Borrower, Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantslaw.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Operating Lessee, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Operating Lessee, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to the best knowledge of Borrower, none of the funds of Borrower, Operating Lessee, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Operating Lessee, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Borrower and Operating Lessee covenant and agree that in the foregoingevent Borrower or Operating Lessee receives any notice that Borrower, Operating Lessee, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Operating Lessee, Guarantor, Sponsor or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At To Borrower’s knowledge, as of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Operating Partnership or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Operating Partnership or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Operating Partnership and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of Borrower, none of the funds of Borrower, Operating Partnership or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Operating Partnership and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding With respect to parties owning direct or indirect interests in Operating Partnership or Guarantor, Lender acknowledges that Borrower has relied exclusively on its U.S. broker-dealer network to implement the foregoingnormal and customary investor screening practices mandated by applicable law and FINRA regulations in making the foregoing representation. Borrower covenants and agrees that in the event Borrower receives any notice that Borrower, Operating Partnership or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor, Operating Partnership or covenant as any other party to the individual shareholders Loan (other than Lender, any Affiliate of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLender or any party acting on behalf of Lender) is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of law. Notwithstanding Applicable Law; and (c) to the foregoingbest knowledge of Borrower, none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law.Borrower covenants and agrees that in the event Borrower receives any notice that Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor, Sponsor or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower Guarantor shall constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunderthereunder (each such Person, an “Embargoed Person”) with the result that the investment in Borrower Borrower, Xxxxxx Borrowers, Xxxxxx Cushion Entity or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is or would be prohibited by law, law or the Loan made by the Lender is or would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Xxxxxx Borrowers, Xxxxxx Cushion Entity Table of Contents or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, Xxxxxx Borrowers, Xxxxxx Cushion Entity or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is or would be prohibited by law or the Loan is or would be in violation of law. Notwithstanding ; and (c) none of the foregoingfunds of Borrower, Borrower makes no representationXxxxxx Borrowers, warranty Xxxxxx Cushion Entity or covenant Guarantor, as to applicable, shall be derived from any unlawful activity with the individual shareholders result that the investment in Borrower, Xxxxxx Borrowers, Xxxxxx Cushion Entity or Guarantor, as applicable (whether directly or indirectly), is or would be prohibited by law or the Loan is or would be in violation of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantslaw.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Mortgage Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunderthereunder or the Common Foreign and Security Policy consolidated list of persons, groups and entities subject to EU financial sanctions, as the same may be updated from time to time (such list being available on the internet at the following URL: xxxx://xx.xxxxxx.xx/external_relations/cfsp/sanctions/list/consol-list.htm) with the result that the investment in Borrower, Mortgage Borrower or any Indemnitor, as applicable Guarantor (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be Lenders is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower, Mortgage Borrower or any Indemnitor, as applicable, Guarantor with the result that the investment in Borrower, Mortgage Borrower or any Indemnitor, as applicable Guarantor (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of law. Notwithstanding Legal Requirements; and (c) none of the foregoingfunds of Borrower, Mortgage Borrower makes no representationor Guarantor have been derived from any unlawful activity with the result that the investment in Borrower, warranty Mortgage Borrower or covenant as to Guarantor (whether directly or indirectly), is prohibited by Legal Requirements or the individual shareholders Loan is in violation of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLegal Requirements.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be is in violation of law, or Legal Requirements (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”"Embargoed Person"), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to the best knowledge of Borrower, none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Borrower covenants and agrees that in the event Borrower receives any notice that Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower shall immediately notify Lender in writing. At Lender's option, it shall be an Event of Default hereunder if Borrower, Guarantor, Sponsor or any other party to the Loan is designated as an Embargoed Person. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant for so long as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, Whitestone REIT is a publicly traded company that would otherwise real estate investment trust, the provisions of this Section 3 .1.41 shall not apply to the shareholders of Whitestone REIT and any violation of this Section 3.1.41 by any shareholder of Whitestone REIT shall not be covered by the foregoing representations, warranties and covenantsa default under this Agreement. 3.1.42.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan any Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or country which is a sanctioned person, entity or country or is otherwise subject to sanctions or any trade restrictions under United States U.S. law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals including, without limitation, Cuba, Iran, North Korea, Syria and Blocked Persons” maintained by the Office of Foreign Assets Control (OFACCrimea), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorsuch Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower any Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that any Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in any Property is designated as an Embargoed Person, Borrower makes no representation, warranty shall promptly notify Lender in writing. The representations and warranties set forth in this Section 3.1.40 shall not apply to any shareholders or covenant as to the individual shareholders owners of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a stock or equity interest (directly or indirectly) in any Person which is publicly traded company that would otherwise on a Recognized Exchange. At Lender’s option, it shall be covered by the foregoing representationsan Event of Default hereunder if any Borrower, warranties and covenantsGuarantor or Sponsor is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of Borrower, none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders extent that an Embargoed Person acquires a non-controlling interest in IREIT, either (1) without the knowledge of Xxxx-Xxxx Realty CorporationBorrower or IREIT, through a Maryland corporationtransaction brokered by a FINRA licensed broker dealer not affiliated with IREIT, provided such broker dealer has executed a publicly traded company that would otherwise be covered by dealer agreement or selling agreement with IREIT or an affiliate of IREIT in which it covenants to, among other things, comply with The USA PATRIOT Act (or any successor legislation), or (2) without the knowledge of Borrower or IREIT, after the initial sale or offering of such interests in IREIT, the resulting breach of the foregoing representationsrepresentations shall be deemed to be unintentional and not willful or grossly negligent for purposes of 13.1(a)(ii) hereof. Borrower covenants and agrees that in the event Borrower receives any notice that Borrower or Guarantor (or any of their respective beneficial owners, warranties and covenantsaffiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower shall immediately notify Lender in writing. At Lender’s option, it shall be an Event of Default hereunder if Borrower, Guarantor or any other party to the Loan is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Administrative Agent, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment Loan is in violation of Applicable Law; and (c) to the knowledge of Borrower, none of the funds of Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly)applicable, is prohibited by law or have been derived from any unlawful activity with the result that the Loan is in violation of lawApplicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Administrative Agent’s option, warranty it shall be an Event of Default hereunder if Borrower or covenant Guarantor or any other Loan Party is designated as to an Embargoed Person with the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company result that would otherwise be covered by maintaining the foregoing representations, warranties and covenantsLoan will violate Applicable Law.

Embargoed Person. At Borrower has performed and shall perform reasonable due diligence to ensure that at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Individual Property to be subject to forfeiture or seizure. Upon Lender’s request, Borrower and Guarantor shall deliver to Lender any certification or other evidence as may be reasonably requested by Lender in its sole and absolute discretion confirming the foregoing. Notwithstanding the foregoing, Borrower makes no representation, warranty in lieu of the foregoing shall comply with the requirements of any applicable regulatory agency or covenant as other Governmental Authority with respect to the individual shareholders representations, covenants and warranties in this Section 5.1.24 relating to direct or indirect owners of Xxxx-Xxxx Realty CorporationGuarantor only (i.e. such limitation shall not be applicable to the other parties covered by this Section 5.1.24). Neither Borrower nor Guarantor nor any of their Affiliates will (i) conduct any business, a Maryland corporationnor engage in any transaction or dealing, a with any Embargoed Person, (ii) engage in or conspire to engage in any transaction that evades or avoids or the purpose of such transaction is for the avoiding any of the prohibitions of EO 13224. Borrower hereby agrees to, upon written request of Lender, deliver to Lender any such certification or other evidence as reasonably requested by Lender in its sole and absolute discretion confirming that (A) neither Borrower nor Guarantor is an Embargoed Person and (B) neither Borrower nor Guarantor has engaged in any business transactions or dealings with an Embargoed Person, including, but not limited to, the making or receiving of any contribution of funds, goods or services to or for the benefit of an Embargoed Person. Notwithstanding the foregoing, the covenants in this Section 5.2.10 with respect to the direct or indirect owners of Guarantor shall not apply to direct or indirect holders of publicly traded company shares in REIT that would otherwise be covered by constitute less than 5% of the foregoing representations, warranties and covenantsequity interests in REIT.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) to Borrower’s knowledge, none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunderthereunder or the Common Foreign and Security Policy consolidated list of persons, groups and entities subject to EU financial sanctions, as the same may be updated from time to time (such list being available on the internet at the following URL: xxxx://xx.xxxxxx.xx/external_relations/cfsp/sanctions/list/consol-list.htm) with the result that the investment in Borrower or any Indemnitor, as applicable Guarantor (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be Lenders is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) to Borrower’s knowledge, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any Indemnitor, as applicable, Guarantor with the result that the investment in Borrower or any Indemnitor, as applicable Guarantor (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to Xxxxxxxx’s knowledge, none of the funds of Borrower or Guarantor have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding For purposes hereof, the foregoingphrase “to Xxxxxxxx’s knowledge” as used in this Section shall mean the actual knowledge (and not implied, imputed or constructive) of Borrower makes with no representation, warranty duty of inquiry or covenant as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenants.investigation. 3.1.43

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay Borrower or the Loan or of Borrower shall Key Personnel constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et ct seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrowers, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or Applicable Law (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”"Embargoed Person"), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any Indemnitorthe Closely Related Companies, as applicable, with the result that the investment in Borrower Borrowers or any Indemnitorthe Closely Related Companies, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of each Borrower, none of the funds of any Borrower or the Key Personnel, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or the Closely Related Companies, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent any Borrower receives any written notice that Borrower or the Key Personnel (or any of their respective beneficial owners, affiliates or participants) or any Person that has an ownership interest in any Borrower or any of the Closely Related Companies is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender's option, warranty it shall be, an Event of Default hereunder if Borrower, or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenants.Loan is designated as an Embargoed Person. 16 3.31

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Sale hereunderLoans, (a) none of the funds or assets of Indemnitor the Loan Parties that are used to repay the Loan or of Borrower Loans shall constitute property of, or shall be beneficially owned directly or, to the knowledge of each of the Parent Guarantor and the Borrower’s best knowledge, indirectlyindirectly by, by any person Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” (the “SDN List”) maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to the knowledge of each of the Parent Guarantor and the Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by the Parent Guarantor and the Borrower, on any other similar list (“Other List”) maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or any Indemnitor, as applicable of the Loan Parties (whether directly or indirectly), ) is prohibited by law, or the Loan Loans made by Lender the Lenders hereunder would be in violation of law, or (2) the Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”)Order, any related enabling legislation or any other similar Executive Orders (collectively, “Executive Orders”), and (b) no Embargoed Person shall have any direct interest, and to the knowledge of each of the Parent Guarantor and the Borrower’s best knowledge, as of the date hereofClosing Date, based upon reasonable inquiry by the Parent Guarantor and the Borrower, indirect interest, of any nature whatsoever in Borrower or any Indemnitor, as applicableof the Loan Parties, with the result that the investment in Borrower or any Indemnitor, as applicable of the Loan Parties (whether directly or indirectly), ) is prohibited by law or the Loan is Loans are in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenants.

Embargoed Person. At all times throughout the term As of the Loan, including after giving effect to any Sale hereunderdate hereof, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Mezzanine A Borrower, Mortgage Borrower, or of Borrower shall Operating Lessee constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the USA PATRIOT Act (including anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder with the result that the investment in Borrower Borrower, Mezzanine A Borrower, Mortgage Borrower, or any IndemnitorOperating Lessee, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by the Lender would be is in violation of lawlaw (“Embargoed Person”); (b) none of the funds or other assets of Borrower, Mortgage Borrower, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to CommitOperating Lessee constitute property of, or Support Terrorism”)are beneficially owned, directly or indirectly, by any related enabling legislation or any other similar Executive Orders, and Embargoed Person; (bc) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower, Mezzanine A Borrower, Mortgage Borrower or any IndemnitorOperating Lessee, as applicable, with the result that the investment in Borrower Borrower, Mezzanine A Borrower, Mortgage Borrower, or any IndemnitorOperating Lessee, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding ; and (d) none of the foregoingfunds of Borrower, Borrower makes no representationMezzanine A Borrower, warranty Mortgage Borrower, nor Operating Lessee, as applicable, have been derived from or covenant are the proceeds of, any unlawful activity with the result that the investment in Borrower, Mezzanine A Borrower, Mortgage Borrower, or Operating Lessee, as to applicable (whether directly or indirectly), is prohibited by law or the individual shareholders Loan is in violation of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantslaw.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Mortgage Borrower, Principal, Indemnitor that are used to repay the Loan or of Borrower shall and Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or government subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder with the result that the investment in Borrower Borrower, Mortgage Borrower, Principal, Indemnitor or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Mortgage Borrower, Principal, Indemnitor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, Mortgage Borrower, Principal, Indemnitor or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding ; and (c) none of the foregoingfunds of Borrower, Borrower makes no representationMortgage Borrower, warranty Principal, Indemnitor or covenant Guarantor, as to applicable, have been derived from any unlawful activity with the individual shareholders result that the investment in Borrower, Mortgage Borrower, Principal, Indemnitor or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantslaw.

Embargoed Person. At To Borrower’s knowledge, as of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Operating Partnership, Mortgage Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower, Mortgage Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower, Operating Partnership, Mortgage Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Operating Partnership, Mortgage Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of Borrower, none of the funds of Borrower, Operating Partnership, Mortgage Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Operating Partnership, Mortgage Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding With respect to parties owning direct or indirect interests in Operating Partnership or Guarantor, Lender acknowledges that Borrower has relied exclusively on its U.S. broker dealer network to implement the foregoingnormal and customary investor screening practices mandated by applicable law and FINRA regulations in making the foregoing representation. Borrower covenants and agrees that in the event Borrower receives any notice that Borrower, Operating Partnership, Mortgage Borrower, or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Mortgage Borrower, Guarantor, Operating Partnership or covenant as any other party to the individual shareholders Loan (other than Lender, any Affiliate of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLender or any party acting on behalf of Lender) is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant -33- to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan either Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in either Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in either Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in either Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as Applicable Law; and (c) to the individual shareholders best knowledge of Xxxx-Xxxx Realty Corporationeach Borrower, a Maryland corporationnone of the funds of either Borrower or Guarantor, a publicly traded company as applicable, have been derived from any unlawful activity with the result that would otherwise the investment in either Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Borrowers covenant and agree that in the event either Borrower receives any notice that either Borrower or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrowers shall immediately notify Lender in writing. At Lender’s option, it shall be covered by an Event of Default hereunder if either Borrower, Guarantor or any other party to the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan or of Borrower shall Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee and Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” ; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledgeGuarantor, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunderapplicable, with the result that the investment in Borrower Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by Lender would be is in violation of law, or ; and (2c) Executive Order 13224 (September 23, 2001) issued by the President none of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as funds of the date hereof, based upon reasonable inquiry by Borrower, indirect interestEquity Owner, of any nature whatsoever in Borrower Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or any IndemnitorGuarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as the representations in this Section 4.1.35 with respect to the individual shareholders direct or indirect owners of Xxxx-Xxxx Realty CorporationGuarantor are limited to apply only to each direct or indirect Controlling Equityholder of Guarantor and are further limited to the extent of Borrower, a Maryland corporationEquity Owner, a publicly traded company that would otherwise be covered by Mortgage Borrower, Operating Lessee Pledgor and Operating Lessee being in compliance with the foregoing representationsrequirements of any applicable regulatory agency or other Governmental Authority. For purposes of this Section, warranties and covenants“Controlling Equityholder” shall mean any direct or indirect owner of five percent (5%) or more of the equity interest in Guarantor.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to Borrower’s knowledge, none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor or covenant as any other party to the individual Loan is designated as an Embargoed Person. The representations contained in this Section 3.28 shall not be deemed to apply to shareholders in any indirect owner of Xxxx-Xxxx Realty Corporation, a Maryland corporation, Borrower whose shares are listed through a publicly traded company that would otherwise be covered by listed on the foregoing representations, warranties and covenantsNew York Stock Exchange or another nationally recognized stock exchange.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay Borrower, Mortgage Borrower, Guarantor or the Loan or of Borrower shall REIT constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” ; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower, Mortgage Borrower, Guarantor or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Borrower’s best knowledgeREIT, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunderapplicable, with the result that the investment in Borrower Borrower, Mortgage Borrower, Guarantor or any Indemnitorthe REIT, as applicable (whether directly or indirectly), is prohibited by law, law or the Loan made by Lender would be is in violation of law, or ; and (2c) Executive Order 13224 (September 23, 2001) issued by the President none of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as funds of the date hereof, based upon reasonable inquiry by Borrower, indirect interestMortgage Borrower, of any nature whatsoever in Borrower Guarantor or any Indemnitorthe REIT, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower Borrower, Mortgage Borrower, Guarantor or any Indemnitorthe REIT, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders extent that an Embargoed Person acquires a non-controlling interest in the REIT, without knowledge of Xxxx-Xxxx Realty CorporationBorrower, Mortgage Borrower, Guarantor or the REIT, through a Maryland corporationtransaction brokered by a Financial Industry Regulatory Authority (FINRA) licensed broker dealer not affiliated with Borrower, Mortgage Borrower, Guarantor or the REIT, provided such broker dealer has executed a publicly traded company that would otherwise be covered by dealer agreement or selling agreement with the REIT or an affiliate of the REIT in which it covenants to, among other things, comply with the USA PATRIOT Act (or any successor legislation), the resulting breach of the foregoing representations, warranties representations shall be deemed to be unintentional and covenantsnot grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Mortgage Borrower, Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorMortgage Borrower, Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be Lenders is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Agent, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Mortgage Borrower, Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorMortgage Borrower, Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to the best knowledge of Borrower, none of the funds of Mortgage Borrower, Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Mortgage Borrower, Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any written notice that Mortgage Borrower, Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property or the Collateral is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Agent in writing. At Agent’s option, warranty it shall be an Event of Default hereunder if Mortgage Borrower, Borrower, Guarantor, Sponsor or covenant as any other party to the individual shareholders of XxxxLoan affiliated with Borrower, Guarantor and/or Sponsor is designated as an Embargoed Person. The representations and covenants contained in this Section 3.1.40 shall not apply to (i) any Person that owns a direct or indirect interest in any Publicly Registered Restricted Party or Publicly Traded Restricted Party or (ii) any Non-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsDividend Limited Partner.

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or of Borrower Guarantor shall constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunderthereunder (each such Person, an “Embargoed Person”) with the result that the investment in Borrower Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is or would be prohibited by law, law or the Loan made by the Lender is or would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and ; (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is or would be prohibited by law or the Loan is or would be in violation of law. Notwithstanding ; and (c) none of the foregoingfunds of Borrower, Borrower makes no representationMortgage Borrower, warranty Mortgage Principal, Baltimore Owner or covenant Guarantor, as to applicable, shall be derived from any unlawful activity with the individual shareholders result that the investment in Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or Guarantor, as applicable (whether directly or indirectly), is or would be prohibited by law or the Loan is or would be in violation of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantslaw.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be is in violation of law, or Legal Requirements (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”"Embargoed Person"), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to the best knowledge of the Borrower, none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender's option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor, Sponsor or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsLoan is designated as an Embargoed Person.

Embargoed Person. At all times throughout the term of the Loanthis Agreement, including after giving effect to any Sale hereunderConveyances permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower any Guarantor shall constitute property of, or shall be beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunderthereunder (exclusive of any holder of the publicly traded securities of Ashford REIT or any holder of any interest in Ashford OP other than the Subsidiaries of Ashford REIT, as to which Borrower makes no representation or warranty), with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is would be prohibited by lawlaw (each, an “Embargoed Person”), or the Loan Loans made by Lender the Lenders would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is would be prohibited by law or the Loan is Loans would be in violation of law. Notwithstanding , and (c) none of the funds of Borrower or any Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Borrower or any Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loans would be in violation of law; provided that, in connection with the foregoing, Borrower makes no representation, representation or warranty or covenant as with respect to any holder of the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantssecurities of Ashford REIT.

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Sale hereunderLoans, (a) none of the funds or assets of Indemnitor the Additional Borrower Parties that are used to repay the Loan or of Borrower Loans shall constitute property of, or shall be beneficially owned directly or, to the knowledge of the Additional Borrower’s best knowledge, indirectlyindirectly by, by any person Person subject to sanctions or trade restrictions under United States law (“"Embargoed Person” " or “"Embargoed Persons”") that are is identified on (1) the “"List of Specially Designated Nationals and Blocked Persons” " (the "SDN List") maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to the knowledge of the Additional Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by the Additional Borrower, on any other similar list ("Other List") maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ Sections 1701 et seq., . The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in any of the Additional Borrower or any Indemnitor, as applicable Parties (whether directly or indirectly), ) is prohibited by law, or the Loan Loans made by Lender the Lenders would be in violation of law, or (2) the Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”)Order, any related enabling legislation or any other similar Executive Orders (collectively, "Executive Orders"), and (b) no Embargoed Person shall have any direct interest, and to the knowledge of the Additional Borrower’s best knowledge, as of the date hereofEffective Date, based upon reasonable inquiry by the Additional Borrower, indirect interest, of any nature whatsoever in any of the Additional Borrower or any Indemnitor, as applicableParties, with the result that the investment in any of the Additional Borrower or any Indemnitor, as applicable Parties (whether directly or indirectly), ) is prohibited by law or the Loan is Loans are in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenants.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any Indemnitorand/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the best knowledge of Borrower, none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that Borrower or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower makes no representationshall immediately notify Lender in writing. At Lender’s option, warranty it shall be an Event of Default hereunder if Borrower, Guarantor or covenant as any other party to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenants.Loan is designated as an Embargoed Person. CH1 6687939v.9

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan Borrower, or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person subject to sanctions person, entity or trade restrictions country which is a sanctioned person, entity or country under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC)U.S. law, U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any IndemnitorBorrower, and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Applicable Law or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Applicable Law (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower Borrower, or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of lawApplicable Law; and (c) to the knowledge of each Borrower, none of the funds of any Borrower, or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan is in violation of Applicable Law. Borrowers covenant and agree that in the event any Borrower receives any notice that any Borrower, or Guarantor (or any of their respective beneficial owners, Affiliates or participants) or any Person that has an interest in any Property is designated as an Embargoed Person, Borrowers shall immediately notify Lender in writing. At Lender’s option, it shall be an Event of Default hereunder if any Borrower, Guarantor, or any other party to the Loan is designated as an Embargoed Person. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as to the individual shareholders of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsrepresentations shall not be deemed to be made with respect to any public shareholder of any entity.

Embargoed Person. At As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Sale hereundertransfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Indemnitor that are used to repay the Loan any Borrower, Sponsor or of Borrower shall Guarantor constitute property of, or shall be are beneficially owned owned, directly or, to Borrower’s best knowledge, or indirectly, by any person person, entity or country which is a sanctioned person, entity or country or is otherwise subject to sanctions or any trade restrictions under United States U.S. law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals including, without limitation, Cuba, Iran, North Korea, Syria and Blocked Persons” maintained by the Office of Foreign Assets Control (OFACCrimea), U.S. Department of the Treasury, and/or to Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by Borrower, on any other similar list maintained by OFAC pursuant to any authorizing statute including, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower or any Indemnitorsuch Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, Legal Requirements or the Loan made by Lender would be is in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States Legal Requirements (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support TerrorismEmbargoed Person”), any related enabling legislation or any other similar Executive Orders, and ; (b) unless expressly waived in writing by Lender, no Embargoed Person shall have has any direct interest, and to Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, interest of any nature whatsoever in Borrower any Borrower, Sponsor or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower or any IndemnitorBorrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of lawLegal Requirements; and (c) to the Knowledge of Borrower, none of the funds of Borrower, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Borrower covenants and agrees that in the foregoingevent Borrower receives any notice that any Borrower, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in any Property is designated as an Embargoed Person, Borrower makes no representation, warranty shall promptly notify Lender in writing. The representations and warranties set forth in this Section 3.1.40 shall not apply to any shareholders or covenant as to the individual shareholders owners of Xxxx-Xxxx Realty Corporation, a Maryland corporation, a stock or equity interest (directly or indirectly) in any Person which is publicly traded company that would otherwise on a Recognized Exchange. At Lender’s option, it shall be covered by the foregoing representationsan Event of Default hereunder if any Borrower, warranties and covenantsGuarantor or Sponsor is designated as an Embargoed Person.