Common use of Embargoed Person Clause in Contracts

Embargoed Person. 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 transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, 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 (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, to the extent that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) without the knowledge of Borrower or Guarantor, through a transaction brokered by a FINRA and SEC registered broker dealer, provided such broker dealer has executed a 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed To the best of Borrower’s knowledge, as of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Borrower, Master Tenant and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Master Tenant or Guarantor, as applicable, with the result that the investment in Borrower Borrower, Master Tenant or Guarantor, 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 Borrower, Master Tenant or Guarantor, as applicable, have been derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower Borrower, Master Tenant 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, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerBorrower or Master Tenant, either (1) without the knowledge of Borrower Borrower, Master Tenant, Key Principal or Guarantor, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with Guarantor, provided such broker dealer has executed a 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 Borrower, Master Tenant, Key Principal or Guarantor, after the initial sale or offering of such interests in Borrower, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed and shall perform (or shall cause Master Tenant to perform) reasonable due diligence to insure that to the best of Borrower’s knowledge at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Borrower, Master Tenant, Principal and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Master Tenant, Principal or Guarantor, as applicable, with the result that the investment in Borrower Borrower, Master Tenant, Principal or Guarantor, 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 Borrower, Master Tenant, 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 Borrower, Master Tenant, 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, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerBorrower or Master Tenant, either (1) without the knowledge of Borrower Borrower, Master Tenant, Key Principal or Guarantor, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with Guarantor, provided such broker dealer has executed a 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 Borrower, Master Tenant, Key Principal or Guarantor, after the initial sale or offering of such interests in Borrower, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. 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 transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Borrower, Principal and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Principal or Guarantor, as applicable, with the result that the investment in Borrower Borrower, Principal or Guarantor, 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 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 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, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerIDIV, either (1) without the knowledge of Borrower or GuarantorIDIV, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with IDIV, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor IDIV or an affiliate of Guarantor 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 GuarantorIDIV, after the initial sale or offering of such interests in BorrowerIDIV, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful willfully or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. 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 transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor, as applicable, with the result that the investment in Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor, 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, Mezzanine A Borrower, Mortgage 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, Mezzanine A Borrower, Mortgage 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, to the extent that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) without the knowledge of Borrower or Guarantor, through a transaction brokered by a FINRA and SEC registered broker dealer, provided such broker dealer has executed a 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. (a) 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 transfers Transfers permitted pursuant to the Loan DocumentsDocuments including, without limitation, the REIT Transfer and Permitted Transfers, (a) none of the funds or other assets of Borrower or Owner, Operating Tenant, Principal and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Owner, Operating Tenant, Principal or Guarantor, as applicable, with the result that the investment in Borrower Owner, Operating Tenant, Principal or Guarantor, 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 Owner, Operating Tenant, 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 Owner, Operating Tenant, 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. (b) As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, none of Borrower or any owner of a direct or indirect interest in Borrower (i) is listed on any Government Lists (as defined below), (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (I) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (II) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrower in writing is now included in “Government Lists”, (III) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “Government Lists”, or (IV) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “Government Lists”. Notwithstanding the foregoing, no representation is being made with respect to the extent that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) without the knowledge any direct or indirect owner of Borrower or Guarantor, through Guarantor whose ownership interest consists of stock in a transaction brokered by publicly traded company on a FINRA and SEC registered broker dealer, provided such broker dealer has executed a 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereofnationally recognized stock exchange.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower any Individual Borrower, Principal or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower any Individual Borrower, Principal or Guarantor, as applicable, with the result that the investment in Borrower any Individual Borrower, Principal or Guarantor, 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 any Individual Borrower, Principal or Guarantor, as applicable, have been derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower any Individual 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, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerIREIT or IREIC, either (1) without the knowledge of Borrower Borrower, IREIT or GuarantorIREIC, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with IREIT or IREIC, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor IREIT or IREIC or an affiliate of Guarantor IREIT or IREIC 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 Borrower, IREIT or GuarantorIREIC, after the initial sale or offering of such interests in BorrowerIREIT or IREIC, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. 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 transfers Transfers permitted pursuant to the Loan Documents, Documents (a) none of the funds or other assets of Borrower Borrower, Guarantor or Guarantor the REIT constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Guarantor or Guarantorthe REIT, as applicable, with the result that the investment in Borrower Borrower, Guarantor or Guarantorthe 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 Borrower, Guarantor or Guarantorthe 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 Borrower, Guarantor or Guarantorthe 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, to the extent that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) Guarantor or the REIT, without the knowledge of Borrower Borrower, Guarantor or Guarantorthe REIT, through a transaction brokered by a FINRA and SEC registered Financial Industry Regulatory Authority (FINRA) licensed broker dealerdealer not affiliated with Borrower, Guarantor or the REIT, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor the REIT or an other affiliate of Guarantor the REIT in which it covenants to, among other things, comply with The 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 covenant shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Each Individual 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 transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or any Individual Borrower, Principal and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower any Individual Borrower, Principal or Guarantor, as applicable, with the result that the investment in Borrower such Individual Borrower, Principal or Guarantor, 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 any Individual 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 any Individual 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 any Individual Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerIREIT or IREIC, either (1) without the knowledge of Borrower Borrower, IREIT or GuarantorIREIC, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with IREIT or IREIC, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor IREIT, IREIC or an affiliate of Guarantor IREIT or IREIC 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 Borrower, IREIT or GuarantorIREIC, after the initial sale or offering of such interests in BorrowerIREIT or IREIC, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful willfully or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or country which is a sanctioned person, entity or country under U.S. law, 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 Orders or regulations promulgated 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 and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Applicable Law or the Loan made by Lender is in violation of Applicable Law (“Embargoed Person”); (b) unless expressly waived in writing by Lender, no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or 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 or Guarantor, as applicable, have been derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower or and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Applicable Law or the Loan is in violation of law, or may cause Applicable Law. Borrower covenants and agrees that in the Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, to the extent event Borrower receives any notice that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) without the knowledge of Borrower or Guarantor, through a transaction brokered by a FINRA and SEC registered broker dealer, provided such broker dealer has executed a 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)of their respective beneficial owners, affiliates or (2participants) provided or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower performs reasonable due diligenceshall immediately notify Lender in writing. At Lender’s option, without the knowledge it shall be an Event of Borrower or Guarantor, after the initial sale or offering of such interests in Default hereunder if Borrower, Guarantor or any other party to the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereofLoan (other than Lender) is designated as an Embargoed Person.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower Borrower, Sponsor or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; person, entity or country which is a sanctioned person, entity or country under U.S. law, 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 Orders or regulations promulgated thereunder (bincluding regulations administered by the Office of Foreign Assets Control (“OFAC”) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, 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 Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan made by Lenders is in violation of lawLegal Requirements (“Embargoed Person”); and (cb) none unless expressly waived in writing by Agent, no Embargoed Person has any interest of the funds of Borrower any nature whatsoever in Borrower, Sponsor 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 Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by law Legal Requirements or the Loan is in violation of law, or may cause the Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, Legal Requirements; and (c) to the extent 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 an Embargoed Person acquires a non-controlling interest the investment in Borrower, either (1) without the knowledge of Borrower or Sponsor and/or Guarantor, through a transaction brokered as applicable (whether directly or indirectly), is prohibited by a FINRA Legal Requirements or the Loan is in violation of Legal Requirements. Borrower covenants and SEC registered broker dealeragrees that in the event Borrower receives any written notice that Borrower, provided such broker dealer has executed a dealer agreement Sponsor 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)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 Agent in writing. At Agent’s option, it shall be an Event of Default hereunder if Borrower, Guarantor, Sponsor or any other party to the Loan 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 (2ii) 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereofany Non-Dividend Limited Partner.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower Borrower, Guarantor or Guarantor the REIT constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Guarantor or Guarantorthe REIT, as applicable, with the result that the investment in Borrower or GuarantorBorrower, as applicable (whether directly or indirectly), is prohibited by law Guarantor 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 GuarantorREIT, 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 may cause the Property to be subject to forfeiture REIT, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Guarantor or seizurethe REIT, as applicable (whether directly or indirectly) is prohibited by law or the Loan is in violation of law. Notwithstanding the foregoing, to the extent that an Embargoed Person acquires a non-controlling interest in the REIT, without knowledge of Borrower, either (1) without Guarantor or the knowledge of Borrower or GuarantorREIT, through a transaction brokered by a FINRA and SEC registered Financial Industry Regulatory Authority (FINRA) licensed broker dealerdealer not affiliated with Borrower, Guarantor or the REIT, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor the REIT or an affiliate of Guarantor the REIT in which it covenants to, among other things, comply with The 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed and shall perform reasonable due diligence to insure that at At all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or Guarantor shall constitute property of, or are beneficially owned, directly or indirectly, by any Person subject to trade restrictions under U.S. law, 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 Orders or regulations promulgated thereunder (each such Person, an “Embargoed Person”) with the 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 made by the Lender is or would be in violation of law; (b) no Embargoed Person has shall have any interest of any nature whatsoever in Borrower Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or Guarantor, as applicable, with the result that the investment in Borrower 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 law; and (c) none of the funds of Borrower Borrower, Mortgage Borrower, Mortgage Principal, Baltimore Owner or Guarantor, as applicable, have been shall be derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower 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 law, or may cause the Property to be subject to forfeiture or seizure. Notwithstanding the foregoing, to the extent that an Embargoed Person acquires a non-controlling interest in Borrower, either (1) without the knowledge of Borrower or Guarantor, through a transaction brokered by a FINRA and SEC registered broker dealer, provided such broker dealer has executed a 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower Borrower, Mortgage Borrower, Guarantor or Guarantor the REIT constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Mortgage Borrower, Guarantor or Guarantorthe REIT, as applicable, with the result that the investment in Borrower Borrower, Mortgage Borrower, Guarantor or Guarantorthe 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 Borrower, Mortgage Borrower, Guarantor or Guarantorthe REIT, as applicable, have been derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower Borrower, Mortgage Borrower, Guarantor or Guarantorthe 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, to the extent that an Embargoed Person acquires a non-controlling interest in the REIT, without knowledge of Borrower, either (1) without Mortgage Borrower, Guarantor or the knowledge of Borrower or GuarantorREIT, through a transaction brokered by a FINRA and SEC registered Financial Industry Regulatory Authority (FINRA) licensed broker dealerdealer not affiliated with Borrower, Mortgage Borrower, Guarantor or the REIT, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor the REIT or an affiliate of Guarantor the REIT in which it covenants to, among other things, comply with The 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or Guarantor, as applicable, with the result that the investment in Borrower Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or Guarantor, 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 Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee or Guarantor, as applicable, have been derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor, Operating Lessee 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, the representations in this Section 4.1.35 with respect to the direct or indirect owners of Guarantor are limited to apply only to each direct or indirect Controlling Equityholder of Guarantor and are further limited to the extent that an Embargoed Person acquires a non-controlling of Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor and Operating Lessee being in compliance with the requirements of any applicable regulatory agency or other Governmental Authority. For purposes of this Section, “Controlling Equityholder” shall mean any direct or indirect owner of five percent (5%) or more of the equity interest in Borrower, either (1) without the knowledge of Borrower or Guarantor, through a transaction brokered by a FINRA and SEC registered broker dealer, provided such broker dealer has executed a 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 shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Each Individual 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 transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or such Individual Borrower, Principal and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower such Individual Borrower, Principal or Guarantor, as applicable, with the result that the investment in Borrower such Individual Borrower, Principal or Guarantor, 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 such Individual 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 such Individual 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, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerIDIV, either (1) without the knowledge of Borrower or GuarantorIDIV, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with IDIV, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor IDIV or an affiliate of Guarantor 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 GuarantorIDIV, after the initial sale or offering of such interests in BorrowerIDIV, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.

Embargoed Person. Borrower has performed As of the date hereof and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any transfers Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower any Individual Borrower, Principal or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower any Individual Borrower, Principal or Guarantor, as applicable, with the result that the investment in Borrower any such Individual Borrower, Principal or Guarantor, 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 any such Individual Borrower, Principal or Guarantor, as applicable, have been derived from, or are the proceeds of, from any unlawful activity, including money laundering, terrorism or terrorism activities, activity with the result that the investment in Borrower any such Individual 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, to the extent that an Embargoed Person acquires a non-controlling interest in BorrowerIDIV, either (1) without the knowledge of Borrower or GuarantorIDIV, through a transaction brokered by a FINRA and SEC registered licensed broker dealerdealer not affiliated with IDIV, provided such broker dealer has executed a dealer agreement or selling agreement with Guarantor IDIV or an affiliate of Guarantor 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 GuarantorIDIV, after the initial sale or offering of such interests in BorrowerIDIV, the resulting breach of the foregoing representations shall be deemed to be unintentional and not willful or grossly negligent for purposes of Section 9.3 hereof.