Common use of OFAC; Anti-Corruption Laws and Sanctions Clause in Contracts

OFAC; Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the Company, any Subsidiary or, to the knowledge of the Parent, the Company or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of any Responsible Officer, any agent or representative of the Parent, the Company or any Subsidiary that will act in any capacity in connection with or benefit from any Facility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) except to the extent in compliance with all applicable Sanctions, has its assets located in a Sanctioned Country, (C) except to the extent in compliance with all applicable Sanctions, directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws. Each of the Parent, the Company and their Subsidiaries has implemented and maintains in effect policies and procedures (including policies and procedures implemented and maintained by the managers of Hotel Properties) reasonably designed to ensure compliance by the Parent, the Company and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Company and their Subsidiaries, and to the knowledge of any Responsible Officer, each director, officer, employee, agent and Affiliate of the Parent, the Company and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects.

OFAC; Anti-Corruption Laws and Sanctions. (i) None of (i) the Parent, the Company, any Subsidiary or, to the knowledge of the Parent, the Company or such Subsidiary, any of their respective directors, officers, employees or affiliates, or (ii) to the knowledge of any Responsible Officer, any agent or representative of the Parent, the Company or any Subsidiary that will act in any capacity in connection with or benefit from any FacilityLoan, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) except to the extent in compliance with all applicable Sanctions, has its assets located in a Sanctioned Country, (C) except to the extent in compliance with all applicable Sanctions, directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws. Each of the Parent, the Company and their Subsidiaries has implemented and maintains in effect policies and procedures (including policies and procedures implemented and maintained by the managers of Hotel Properties) reasonably designed to ensure compliance by the Parent, the Company and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of the Parent, the Company and their Subsidiaries, and to the knowledge of any Responsible Officer, each director, officer, employee, agent and Affiliate of the Parent, the Company and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects.