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 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 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 the Debt 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 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, information and belief, 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 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 Mortgagor 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 BorrowerMortgagor’s best knowledge, as of the date thereof, based upon reasonable inquiry by BorrowerMortgagor, 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 Mortgagor or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender Mortgagee 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 Mortgaged 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 interest in Mortgagor or any direct interest of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, of any nature whatsoever more than twenty percent (20%) in Borrower or any Indemnitor, as applicable, with the result that the investment in Borrower Mortgagor 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 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 all times throughout the term Term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative, Operating Lessee Owner, Guarantor or the Mortgage Loan Parties, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially owned directly or, to Borrower’s and Operating Lessee Owner’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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, and/or or to Borrower’s and Operating Lessee Owner’s best knowledge, as of the date thereof, based upon reasonable inquiry by BorrowerBorrower or Operating Lessee Owner, as applicable, on any other similar list maintained by OFAC or FINCEN 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, Borrower Representative, Operating Lessee Owner, Guarantor or any Indemnitorthe Mortgage Loan Parties, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, and to Borrower’s and Operating Lessee Owner’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, of any nature whatsoever in Borrower, Borrower Representative, Operating Lessee Owner, Guarantor or any Indemnitorthe Mortgage Loan Parties, as applicable, with the result that the investment in Borrower, Borrower Representative, Operating Lessee Owner, Guarantor or any Indemnitorthe Mortgage Loan Parties, 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 all times throughout the term Term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative, Operating Lessee, Guarantor or the Mezzanine Loan Parties, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially owned directly or, to Borrower’s and Operating Lessee’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 (1A) the 59 “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, and/or or to Borrower’s and Operating Lessee’s best knowledge, as of the date thereof, based upon reasonable inquiry by BorrowerBorrower or Operating Lessee, as applicable, on any other similar list maintained by OFAC or FINCEN 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, Borrower Representative, Operating Lessee, Guarantor or any Indemnitorthe Mezzanine Loan Parties, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, and to Borrower’s and Operating Lessee’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, of any nature whatsoever in Borrower, Borrower Representative, Operating Lessee, Guarantor or any Indemnitorthe Mezzanine Loan Parties, as applicable, with the result that the investment in Borrower, Borrower Representative, Operating Lessee, Guarantor or any Indemnitorthe Mezzanine Loan Parties, 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 all times throughout the term of the Loan, including after giving effect to The Borrower shall not permit (1) any Sale hereunder, (a) none of the funds or assets of Indemnitor the Borrower that are used to repay the Loan or of Borrower shall Loans to constitute property of, or shall be beneficially owned directly or, to the 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 (1A) 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 the Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan Loans made by Lender the Lenders would be in violation of law, or (2B) 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 (b2) no any Embargoed Person shall to have any direct interest, and to the Borrower’s best knowledge, as of the date hereof, based upon reasonable inquiry by the Borrower, indirect interest, of any nature whatsoever in Borrower or any Indemnitorthe Borrower, as applicable, with the result that the investment in the Borrower or any Indemnitor, as applicable (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 of the Loan, including after giving effect to any Sale hereunder, (a) none None of the funds or Borrower’s assets of Indemnitor that are used to repay the Loan or of Borrower shall constitute property of, or shall be beneficially to the knowledge of the Borrower, are directly owned directly or, to Borrower’s best knowledge, indirectly, by any person subject to sanctions Person targeted by economic or trade restrictions sanctions 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)US 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 Executive Order or regulation promulgated thereunderof the foreign assets control regulations of the Treasury (31 C.F.R., with Subtitle B, Chapter V, as amended) (the result that the investment in Borrower “Foreign Assets Control Regulations”) or any Indemnitorenabling legislation or regulations promulgated thereunder or executive order relating thereto (which includes, as applicable without limitation, (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2i) Executive Order 13224 (No. 13224, effective as of September 2324, 2001) issued by the President of the United States (“Executive Order , and relating to Blocking Property and Prohibiting Transactions with Transaction With Persons Who Commit, Threaten to Commit, or Support TerrorismTerrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (ii) the USA PATRIOT Act, if the result of such ownership would be that any Loan made by any Lender would be in violation of law (“Embargoed 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 the Borrower or any Indemnitor, as applicable, with if the result of such interest would be that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is would be in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as ; (c) to the individual shareholders actual knowledge of Xxxx-Xxxx Realty Corporationthe Borrower, the Borrower has not engaged in business with Embargoed Persons if the result of such business would be that any Loan made by any Lender would be in violation of law; and (d) neither the Borrower nor any Controlled Affiliate (i) is or will become a Maryland corporation“blocked person” as described in the Executive Order, a publicly traded company that would the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) to the actual knowledge of the Borrower, engages or will engage in any dealings or transactions, or be otherwise be covered by the foregoing representationsassociated, warranties and covenantswith any such “blocked person”.

Embargoed Person. (a) At all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative or Guarantor, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially owned directly or, to Borrower’s best knowledge, indirectlyindirectly (other than holders of publicly traded shares or other securities of Guarantor who are not officers of directors of Guarantor), 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, 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 or FINCEN 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, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, 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, Borrower Representative or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Borrower Representative 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 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 of the Loan, including after giving effect to any Sale hereunder, (a) none None of the funds or Borrower's assets of Indemnitor that are used to repay the Loan or of Borrower shall constitute property of, or shall be beneficially to the knowledge of the Borrower, are directly owned directly or, to Borrower’s best knowledge, indirectly, by any person subject to sanctions Person targeted by economic or trade restrictions sanctions 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)US 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 Executive Order or regulation promulgated thereunderof the foreign assets control regulations of the Treasury (31 C.F.R., with Subtitle B, Chapter V, as amended) (the result that the investment in Borrower “Foreign Assets Control Regulations”) or any Indemnitorenabling legislation or regulations promulgated thereunder or executive order relating thereto (which includes, as applicable without limitation, (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2i) Executive Order 13224 (No. 13224, effective as of September 2324, 2001) issued by the President of the United States (“Executive Order , and relating to Blocking Property and Prohibiting Transactions with Transaction With Persons Who Commit, Threaten to Commit, or Support TerrorismTerrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (ii) the USA PATRIOT Act, if the result of such ownership would be that any Loan made by any Lender would be in violation of law (“Embargoed 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 the Borrower or any Indemnitor, as applicable, with if the result of such interest would be that the investment in Borrower or any Indemnitor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is would be in violation of law. Notwithstanding the foregoing, Borrower makes no representation, warranty or covenant as ; (c) to the individual shareholders actual knowledge of Xxxx-Xxxx Realty Corporationthe Borrower, the Borrower has not engaged in business with Embargoed Persons if the result of such business would be that any Loan made by any Lender would be in violation of law; and (d) neither the Borrower nor any Controlled Affiliate (i) is or will become a Maryland corporation“blocked person” as described in the Executive Order, a publicly traded company that would the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) to the actual knowledge of the Borrower, engages or will engage in any dealings or transactions, or be otherwise be covered by the foregoing representationsassociated, warranties and covenantswith any such “blocked person”.

Embargoed Person. (a) At all times throughout the term Term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower or Guarantor, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, and/or 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 or FINCEN 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 IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, 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 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. 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 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 PersonPerson ” or ““ Embargoed PersonsPersons ”) 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 seqseq ., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seqseq ., 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. (a) At all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative or Guarantor, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, 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 or FINCEN 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, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, 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, Borrower Representative or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is 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 all times throughout the term Term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative, Operating Lessee, Guarantor or the Mezzanine Loan Parties, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially owned directly or, to Borrower’s and Operating Lessee’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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, and/or or to Borrower’s and Operating Lessee’s best knowledge, as of the date thereof, based upon reasonable inquiry by BorrowerBorrower or Operating Lessee, as applicable, on any other similar list maintained by OFAC or FINCEN 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, Borrower Representative, Operating Lessee, Guarantor or any Indemnitorthe Mezzanine Loan Parties, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, and to Borrower’s and Operating Lessee’s best knowledge, as of the date hereof, based upon reasonable inquiry by Borrower, indirect interest, of any nature whatsoever in Borrower, Borrower Representative, Operating Lessee, Guarantor or any Indemnitorthe Mezzanine Loan Parties, as applicable, with the result that the investment in Borrower, Borrower Representative, Operating Lessee, Guarantor or any Indemnitorthe Mezzanine Loan Parties, 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 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 Indemnitor, if any, 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 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 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, any SPC Party, Security Guarantor, Pledgee, Pledgor, 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 (in each case excluding any holder of publicly traded shares of Sponsor) 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 Borrower, any SPC Party, Security Guarantor, Pledgee, Pledgor, Sponsor or any IndemnitorGuarantor, 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 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, any SPC Party, Security Guarantor, Pledgee, Pledgor, Sponsor (other than any holder of publicly traded shares of Sponsor) or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, any SPC Party, Security Guarantor, Sponsor or any IndemnitorGuarantor, 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 and Security Guarantor, none of the funds of Borrower, any SPC Party, Security Guarantor, Pledgee, Pledgor, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, any SPC Party, Security Guarantor, Pledgee, Pledgor, Sponsor or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Notwithstanding Each of Borrower and Security Guarantor covenants and agrees that in the foregoingevent Borrower or Security Guarantor receives any written notice that Borrower, any SPC Party, Security Guarantor, Pledgee, Pledgor, 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 representationand/or Security Guarantor shall promptly within two (2) Business Days notify Agent in writing. At Agent’s option, warranty it shall be an Event of Default hereunder if Borrower, any SPC Party, Security Guarantor, Pledgee, Pledgor, Sponsor, 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 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, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative or Guarantor, whether or not used to repay the Loan or of Borrower shall Loan, will constitute property of, or shall will be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, 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 or FINCEN pursuant to any authorizing statute (collectively, the “OFAC Laws”) 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, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 will have any direct interestinterest or, 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, Borrower Representative or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding At all times throughout the foregoingTerm, none of any of the Borrower, Borrower makes no representationRepresentative or Guarantor, warranty nor any Person controlling, controlled by or covenant under common control with any of Borrower, Borrower Representative or Guarantor, nor any Person having a beneficial interest in, or for whom any of the Borrower, Borrower Representative or Guarantor is acting as to agent or nominee in connection with the individual shareholders investment, is (a) a country, territory, person or entity named on an OFAC or FINCEN list, or is a Person that resides in or has a place of Xxxxbusiness in a country or territory named on such lists, (b) a Person resident in, or organized or chartered under the laws of a jurisdiction identified as non-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered cooperative by the foregoing representationsFinancial Action Task Force, warranties and covenantsor (c) a Person whose funds originate from or will be routed through , an account maintained at a foreign shell bank or “offshore bank.”.

Embargoed Person. (a) At all times throughout the term Term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative or Guarantor, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, and/or 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 or FINCEN 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, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, 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, Borrower Representative or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Borrower Representative 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 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 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 BorrowerBxxxxxxx, 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 Lxxxxx would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the 39 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 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 Indemnitor, if any, 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 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 Borrower 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 Borrower’s best knowledge, indirectlyindirectly by, by any person Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” "EMBARGOED PERSON" or “Embargoed Persons”"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 Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by 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. §§ ss.ss. 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seqxx xeq., 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 Loans made by Lender the Syndication Parties 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, and (b) no Embargoed Person shall have any direct interest, and to the knowledge of 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 applicableBorrower, 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 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. (a) At all times throughout the term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, SPE Party or any Guarantor, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, 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 or FINCEN 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 Borrower, SPE Party or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, 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 Borrower, SPE Party or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower Borrower, SPE Party 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 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 of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative or Guarantor, whether or not used to repay the Loan or of Borrower shall Loan, will constitute property of, or shall will be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, 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 or FINCEN pursuant to any authorizing statute (collectively, the “OFAC Laws”) 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, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 will have any direct interestinterest or, 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, Borrower Representative or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding At all times throughout the foregoingTerm, none of any of the Borrower, Borrower makes no representationRepresentative or Guarantor, warranty nor any Person controlling, controlled by or covenant under common control with any of Borrower, ​ LOAN AGREEMENT, PAGE 25 ​ ​ Borrower Representative or Guarantor, nor any Person having a beneficial interest in, or for whom any of the Borrower, Borrower Representative or Guarantor is acting as to agent or nominee in connection with the individual shareholders investment, is (a) a country, territory, person or entity named on an OFAC or FINCEN list, or is a Person that resides in or has a place of Xxxxbusiness in a country or territory named on such lists, (b) a Person resident in, or organized or chartered under the laws of a jurisdiction identified as non-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered cooperative by the foregoing representationsFinancial Action Task Force, warranties and covenantsor (c) a Person whose funds originate from or will be routed through , an account maintained at a foreign shell bank or “offshore bank.”.

Embargoed Person. At Borrower covenants and aggress (a) that it 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 by Borrower to any Affiliates of Borrower permitted pursuant to the Loan Documents, (ai) 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 person, entity or government named on the OFAC List, 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., the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56 and any Executive Order Orders or regulation regulations promulgated thereunder, thereunder with the result that the investment in 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 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 (bii) 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, 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 , (iii) none of the foregoingfunds of Borrower have been derived from any unlawful activity with the result that the investment in Borrower (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, (iv) Borrower, Principal and guarantor are in full compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Asset Control of the U.S. Department of Treasury (“OFAC”), and (v) no proceeds of the Loan will be used to fund any operations in, finance any investments or activities in or make any payments to, Embargoed Person; (b) that in the event Borrower receives any notice that Borrower, Principal or Guarantor (or any of their respective beneficial owners, affiliates or participants) become listed on the OFAC List, Annex or any other list promulgated under the Patriot Act or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower makes no representationshall immediately notify Lender. It shall be an Event of Default hereunder if Borrower, warranty Guarantor, any Principal or covenant as any Affiliate of Borrower that is a party to any Loan Document becomes listed on any list promulgated under the individual shareholders of Xxxx-Xxxx Realty CorporationPatriot Act or is indicted, a Maryland corporation, a publicly traded company that would otherwise be covered by the foregoing representations, warranties and covenantsarraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering.

Embargoed Person. (a) At all times throughout the term Term of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Mortgage Borrower or Guarantor, whether or not used to repay the Loan or of Borrower Loan, shall constitute property of, or shall be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, and/or 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 or FINCEN 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, Mortgage Borrower or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 interestinterest or, 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, Mortgage Borrower or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Mortgage Borrower 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 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 of the Loan, including after giving effect to any Sale hereunderTransfers permitted pursuant to the Loan Documents, (ai) none of the funds or assets of Indemnitor that are Borrower, Borrower Representative or ​ ​ ​ LOAN AGREEMENT, PAGE 25 ​ Guarantor, whether or not used to repay the Loan or of Borrower shall Loan, will constitute property of, or shall will be beneficially 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 (1A) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (“OFAC”), U.S. Department of the Treasury’s FINCEN list, 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 or FINCEN pursuant to any authorizing statute (collectively, the “OFAC Laws”) 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, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2B) 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 will have any direct interestinterest or, 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, Borrower Representative or any IndemnitorGuarantor, as applicable, with the result that the investment in Borrower, Borrower Representative or any IndemnitorGuarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding At all times throughout the foregoingTerm, none of any of the Borrower, Borrower makes no representationRepresentative or Guarantor, warranty nor any Person controlling, controlled by or covenant under common control with any of Borrower, Borrower Representative or Guarantor, nor any Person having a beneficial interest in, or for whom any of the Borrower, Borrower Representative or Guarantor is acting as to agent or nominee in connection with the individual shareholders investment, is (a) a country, territory, person or entity named on an OFAC or FINCEN list, or is a Person that resides in or has a place of Xxxxbusiness in a country or territory named on such lists, (b) a Person resident in, or organized or chartered under the laws of a jurisdiction identified as non-Xxxx Realty Corporation, a Maryland corporation, a publicly traded company that would otherwise be covered cooperative by the foregoing representationsFinancial Action Task Force, warranties and covenantsor (c) a Person whose funds originate from or will be routed through , an account maintained at a foreign shell bank or “offshore bank.”.

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 With respect to Persons owning less than twenty percent (20%) direct and/or indirect interests in Guarantor, Lender acknowledges that Borrower has relied and will rely exclusively on its transfer agent and/or U.S. broker-dealer network to implement the foregoingnormal and customary investor screening practices mandated by all applicable legal requirements and regulations in making the foregoing covenants. Furthermore, Borrower makes no representationcovenant under this Section 4.2.15(a) with respect to indirect owners of Borrower and/or Guarantor whose indirect ownership derives from a direct and/or indirect ownership in ARCNYC REIT so long as ARCNYC REIT is listed on the New York Stock Exchange, warranty NASDAQ Global Select Market 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 covenantsanother nationally recognized stock exchange.

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 U.S. 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 U.S. 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 U.S. Borrower’s best knowledge, as of the date thereof, based upon reasonable inquiry by the Parent Guarantor and the U.S. 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 Borrower or any Indemnitor, as applicable of the U.S. 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 U.S. Borrower’s best knowledge, as of the date hereofEffective Date, based upon reasonable inquiry by the Parent Guarantor and the U.S. Borrower, indirect interest, of any nature whatsoever in Borrower or any Indemnitor, as applicableof the U.S. Loan Parties, with the result that the investment in Borrower or any Indemnitor, as applicable of the U.S. 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.126

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Sale hereunder, Buyer and New Guarantor represent and warrant that (a) to the best of their knowledge, none of the funds or other assets of Indemnitor that are used to repay the Loan or of Borrower shall Buyer and New 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, but not limited to, USA PATRIOT Act (including the anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq§1701, et. Seq., The the Trading with the Enemy Act, 50 U.S.C. App. 1 et et. seq., and any Executive Order Orders or regulation regulations promulgated thereunder, including those related to Specifically Designated Nationals and Specifically Designated Global Terrorists (“Embargoed Person”), (b) no Embargoed Person has any interest of any nature whatsoever in Buyer or New Guarantor with the result that the investment in Borrower or any Indemnitor, as applicable Buyer (whether directly or indirectly), ) is prohibited by law, law and (c) none of the funds of Buyer or New Guarantor have been derived from any unlawful activity with the result that the investment in Buyer or New Guarantor (whether directly or indirectly) is prohibited by law or the Loan made by Lender would be or is in violation of law. Neither Buyer nor New Guarantor is (or will be) a Person with whom Lender is restricted from doing business under OFAC regulations (including those persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, or executive order (2) Executive Order including the September 24, 2001 #13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with With Persons Who Commit, Threaten to Commit, or Support Terrorism”), or other governmental action and is not or shall not engage in any related enabling legislation dealings or any other similar Executive Orderstransactions or otherwise be associated with such Persons in violation of law and (x) neither Buyer nor New Guarantor, to the best of its knowledge, is engaged, and (by) no Embargoed Person each of Buyer and New Guarantor shall have take commercially reasonable action to ensure that it does not hereafter engage, in any direct interestdealing or transactions or otherwise be associated with such Persons. In addition, to help the US Government fight the funding of terrorism and money laundering activities, The USA Patriot Act (and the regulations thereunder) requires the Lender to Borrower’s best knowledgeobtain, as of verify and record information that identifies its customers. Buyer shall provide the date hereof, based upon reasonable inquiry by Borrower, indirect interest, of Lender with any nature whatsoever in Borrower or any Indemnitor, as applicable, with the result additional information that the investment Lender deems necessary from time to time in Borrower or order to ensure compliance with The USA Patriot Act and any Indemnitor, as other 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 Legal Requirements concerning money laundering and covenantssimilar activities.