Common use of Patriot Act Compliance Clause in Contracts

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable by Borrowers to Lender. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Deed of Trust and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower Tenant will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act (defined below) and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismterrorism of governmental authorities having jurisdiction over Tenant and the Premises. Lender Landlord shall have the right to audit any Borrower’s and/or Operating LesseeTenant’s compliance with the Patriot Act and all such other applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismrequirements. In the event that any Borrower or Operating Lessee If Tenant fails to comply with the Patriot Act or any and such requirements of Governmental Authoritiesother applicable requirements, then Lender Landlord may, at its option, cause such Borrower Tenant to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, and any therewith and all reasonable costs and expenses incurred by Lender Landlord in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable payable. For the purposes hereof, “Patriot Act” shall mean the Uniting and Strengthening America by Borrowers Providing Appropriate Tools Required to LenderIntercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as the same may be amended from time to time and corresponding provisions of future laws. Tenant’s failure to comply with the Patriot Act shall be a default under the Lease, and Landlord shall have the right to immediately terminate the Lease and accelerate the Annual Rent and Additional Rent hereunder. (b) Borrowers hereby warrant and represent Tenant represents that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee Tenant (i) is not listed on any Government ListsLists (defined below), (ii) is a person not an entity who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order Orders No. 13224 (Sept. Sept 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC (defined below) or in any enabling legislation or other Presidential Executive Orders Order in respect thereof, (iii) has not been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act OffenseOffense (defined below), or (iv) is not currently under investigation by any Governmental Authority governmental authority for alleged criminal activity; provided that this representation is made to . For the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1i) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Asset Control (“OFAC”), (2ii) any other list lists of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”OFAC, or (3iii) any similar lists maintained by the United States U.S. Department of State, the United States U.S. Department of Commerce or any other Government Authority or pursuant to governmental authority. For the purposes hereof, “Patriot Act Offense” means any Executive Order violation of the President Patriot Act or of the United States criminal laws of America that Lender notified Borrowers in writing is now included in “Government Lists”the U.S.A. or any of the several states relating to terrorism or the laundering of monetary instruments, including the Bank Secrecy Act and the Money Laundering Control Act of 1986.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act (as defined below) and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right right, from time to time, to audit any Borrower’s and/or Operating Lessee’s 's compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable payable. For purposes hereof, the term "Patriot Act" means the Uniting and Strengthening America by Borrowers Providing Appropriate Tools Required to Lender. Intercept and Obstruct Terrorism (bUSA PATRIOT ACT) Borrowers hereby warrant Act of 2001, as the same may be C amended from time to time, and represent that none corresponding provisions of future laws. Neither Borrower nor any Borrower, Operating Lessee partner in Borrower or member of such partner nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (ia) is listed on any Government ListsLists (as defined below), (iib) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC (as defined below) or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iiic) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act OffenseOffense (as defined below), or (ivd) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “"Patriot Act Offense” " means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (Aa) the criminal laws against terrorism; (Bb) the criminal laws against money laundering, (Cc) the Bank Secrecy Act, as amended, (Dd) the Money Laundering Control Act of 1986, as amended, or the (Ee) the Patriot Act. “"Patriot Act Offense” " also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “"Government Lists” " means (1i) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“"OFAC”"), (2ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “"Government Lists”", or (3iii) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority government authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “"Government Lists”". (c) At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Key Principals or Guarantors shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United States law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§1 701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. I et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in Borrower, Key Principals or Guarantors, as applicable (whether directly or indirectly), would be prohibited by law (each, an "Embargoed Person"), or the Loan made by Lender would be in violation of law, (b) no Embargoed Person shall have any interest of any nature whatsoever in Borrower, Key Principals or Guarantors, as applicable, with the result that the investment in Borrower, Key Principals or Guarantors, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law, and (c) none of the funds of Borrower, Key Principals or Guarantors, as applicable, shall be derived from any unlawful activity with the result that the investment in Borrower, Key Principals or Guarantors, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will shall use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProject, including those relating to money laundering and terrorism. Funding Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProject, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Xxxxxxxx fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Funding Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Funding Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents Security Instrument and shall be immediately due and payable by Borrowers payable. Borrower covenants that it shall comply with all Legal Requirements and internal requirements of Funding Lender relating to Lender. money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, Borrower shall not take any action, or permit any action to be taken, that would cause Borrower’s representations and warranties in this Article V become untrue or inaccurate at any time during the term of the Funding Loan. Upon any Beneficiary Party’s request from time to time during the term of the Funding Loan, Borrower shall certify in writing to such Beneficiary Party that Borrower’s representations, warranties and obligations under Article V remain true and correct and have not been breached, and in addition, upon request of any Beneficiary Party, Borrower covenants to provide all information required to satisfy obligations under all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, during the term of the Funding Loan. Borrower shall immediately notify the Funding Lender in writing of (a) Borrower’s actual knowledge that any of such representations, warranties or covenants are no longer true and have been breached, (b) Borrowers hereby warrant Borrower has a reasonable basis to believe that they may no longer be true and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has have been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, breached or (ivc) is currently under Borrower becomes the subject of an investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made Authorities related to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) anti-terrorism, trade embargos and economic sanctions. Borrower shall also reimburse Funding Lender for any expense incurred by Funding Lender in evaluating the Bank Secrecy Acteffect of an investigation by Governmental Authorities on the Funding Loan and Funding Xxxxxx’s interest in the collateral for the Funding Loan, in obtaining necessary license from Governmental Authorities as amendedmay be necessary for Funding Lender to enforce its rights under the Funding Loan Documents, (D) the Money Laundering Control Act and in complying with all Legal Requirements and internal requirements of 1986Funding Lender relating to money laundering, anti- terrorism, trade embargos and economic sanctions, now or hereafter in effect applicable to Funding Lender as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any result of the Rules existence of such an event and Regulations of OFAC that for any penalties or fines imposed upon Funding Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”as a result thereof.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, each Guarantor shall comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering Borrower and terrorismany Guarantor. Lender Agent shall have the right to audit the compliance of any Borrower’s and/or Operating Lessee’s compliance Loan Party with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorism. In the event that any the Borrower or Operating Lessee any Guarantor fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender Agent may, at its option, cause such the Borrower and any Guarantor to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender Agent in connection therewith shall be secured by the Mortgages and the other Loan Security Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that At all times throughout the Term, (a) none of any Borrower, Operating Lessee the funds or other assets of the Borrower or any owner of a direct Guarantor shall constitute property of, or indirect interest shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United States law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in any such Borrower or Operating Lessee Guarantor, as applicable (i) is listed on any Government Listswhether directly or indirectly), (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several statesprohibited by law (each, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. an “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFACEmbargoed Person”), or the Term Loan made by Lenders would be in violation of law, (2b) no Embargoed Person shall have any other list interest of terroristsany nature whatsoever in the Borrower or any Guarantor, terrorist organizations as applicable, with the result that the investment in such Borrower or narcotics traffickers maintained pursuant to any Guarantor (whether directly or indirectly), would be prohibited by law or the Term Loan would be in violation of law, and (c) none of the Rules and Regulations funds of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce Borrower or any other Government Authority Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in such Borrower or pursuant to any Executive Order Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Term Loan would be in violation of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”law.

Patriot Act Compliance. (a) Each Borrower will will, and shall cause each Borrower Subsidiary to, use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee any Borrower Entity and/or the Real Property owned by such Borroweror any portion thereof, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating LesseeBorrower Entity’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee any Borrower Entity and/or the Real Property owned by such Borroweror any portion thereof, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Entity fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause Borrower, and Borrower shall cause any such Borrower Subsidiary, to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of Neither any Borrower, Operating Lessee or Borrower Entity nor any owner of a direct or indirect interest in any Borrower or Operating Lessee Entity (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers any Borrower Entity in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers any Borrower Entity in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and to cause Operating Lessee Mortgage Borrower to comply, with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Mortgage Borrower and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. Lender Agent shall have the right to audit any Borrower’s and/or Operating Lessee’s such compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Mortgage Borrower and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Mortgage Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender Agent may, at its option, cause such Borrower or Mortgage Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Agent and any Lender in connection therewith shall be secured by the Mortgages Pledge Agreement and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor Mortgage Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee Mortgage Borrower (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) to Borrower’s Knowledge, is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender Agent notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender Agent notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts Purchaser hereby acknowledges that the Company seeks to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements laws concerning money laundering and similar activities. In furtherance of Governmental Authorities having jurisdiction over such Borrowerefforts, Operating Lessee and/or Purchaser hereby represents and agrees that, to the Property owned best of Purchaser’s knowledge based upon appropriate diligence and investigation: (i) none of the cash or property that is paid or contributed to the Company by Purchaser shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment to the Company by Purchaser shall (to the extent that such Borrowermatters are within Purchaser’s control) cause the Company or the Board of Directors to be in violation of the United States Bank Secrecy Act, including those relating the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Purchaser shall promptly notify the Board of Directors if any of the foregoing shall cease to be true and accurate with respect to Purchaser. (b) Purchaser hereby agrees to provide to the Board of Directors any additional information regarding Purchaser deemed necessary or convenient by the Board of Directors to ensure compliance with all applicable laws concerning money laundering and similar illicit activities. Purchaser understands and agrees that the Company or the Board of Directors may release confidential information about Purchaser and, if applicable, any underlying beneficial owners, to proper authorities if the Board of Directors, in its sole discretion, determines that it is in the best interests of the Company or its affiliates in light of relevant rules and regulations under the laws set forth above. (c) Purchaser understands and agrees that, if at any time Purchaser is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and terrorism. Lender shall have similar activities, the right Board of Directors may undertake appropriate actions to audit any Borrower’s and/or Operating Lessee’s ensure compliance with the Patriot Act applicable law or regulation, including, but not limited to, segregation and/or redemption of Purchaser’s Securities, cessation of dividends, if any, to Purchaser, refusal of future subscriptions by Xxxxxxxxx, and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismother similar acts. In the event that the Board of Directors takes any Borrower of the foregoing acts, Xxxxxxxxx agrees that the Board of Directors, in its sole, absolute and reasonable discretion, may manage the remaining portion of Purchaser’s investment in the Company separate and apart from the Company’s assets, including without limitation selling or Operating Lessee fails otherwise disposing of such assets and reinvesting the proceeds therefrom. The rights and obligations of the Board of Directors under this Section shall expressly supersede any duties that the Board of Directors may have to comply with Purchaser under applicable law or otherwise. (d) In addition to any remedies at law or in equity, Xxxxxxxxx agrees to indemnify and hold harmless the Patriot Act or any such requirements Company, the Board of Governmental AuthoritiesDirectors, then Lender mayofficers, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, shareholders and affiliates of the Company from and against any and all costs losses, liabilities, damages, penalties, costs, fees and expenses incurred by Lender in connection therewith shall be secured (including legal fees and disbursements) which may result, directly or indirectly, from any acts taken by the Mortgages and Board of Directors in accordance with the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpreceding paragraph. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; , (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts a. Purchaser hereby acknowledges that the Company seeks to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements laws concerning money laundering and similar activities. In furtherance of Governmental Authorities having jurisdiction over such Borrowerefforts, Operating Lessee and/or Purchaser hereby represents and agrees that, to the Property owned best of Purchaser’s knowledge based upon appropriate diligence and investigation: (i) none of the cash or property that is paid or contributed to the Company by Purchaser shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment to the Company by Purchaser shall (to the extent that such Borrowermatters are within Purchaser’s control) cause the Company or the Board of Directors to be in violation of the United States Bank Secrecy Act, including those relating the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Purchaser shall promptly notify the Board of Directors if any of the foregoing shall cease to be true and accurate with respect to Purchaser. b. Purchaser hereby agrees to provide to the Company any c. Purchaser understands and agrees that, if at any time Purchaser is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and terrorism. Lender shall have similar activities, the right Board of Directors may undertake appropriate actions to audit any Borrower’s and/or Operating Lessee’s ensure compliance with the Patriot Act applicable law or regulation, including, but not limited to, segregation and/or redemption of Purchaser’s Securities, cessation of dividends, if any, to Purchaser, refusal of future subscriptions by Purchaser, and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismother similar acts. In the event that the Board of Directors takes any Borrower of the foregoing d. In addition to any remedies at law or Operating Lessee fails in equity, Purchaser agrees to comply with indemnify and hold harmless the Patriot Act or any such requirements Company, the Board of Governmental AuthoritiesDirectors, then Lender mayofficers, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, shareholders and affiliates of the Company from and against any and all costs losses, liabilities, damages, penalties, costs, fees and expenses incurred by Lender in connection therewith shall be secured (including legal fees and disbursements) which may result, directly or indirectly, from any acts taken by the Mortgages and Board of Directors in accordance with the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpreceding paragraph. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s 's compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Neither Borrower nor, to Borrower's best knowledge, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “"Patriot Act Offense” " means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “"Patriot Act Offense” " also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “"Government Lists” " means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“"OFAC”” ), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now or hereafter included in “"Government Lists”, ” or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now or hereafter included in “"Government Lists”".

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts Purchaser hereby acknowledges that the Company seeks to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements laws concerning money laundering and similar activities. In furtherance of Governmental Authorities having jurisdiction over such Borrowerefforts, Operating Lessee and/or Purchaser hereby represents and agrees that, to the Property owned best of Purchaser’s knowledge based upon appropriate diligence and investigation: (i) none of the cash or property that is paid or contributed to the Company by Purchaser shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment to the Company by Purchaser shall (to the extent that such Borrowermatters are within Purchaser’s control) cause the Company or the Board of Directors to be in violation of the United States Bank Secrecy Act, including those relating the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Purchaser shall promptly notify the Board of Directors if any of the foregoing shall cease to be true and accurate with respect to Purchaser. (b) Purchaser hereby agrees to provide to the Company any additional information regarding Purchaser deemed necessary or convenient by the Company to ensure compliance with all applicable laws concerning money laundering and similar illicit activities. Purchaser understands and agrees that the Company or the Board of Directors may release confidential information about Purchaser and, if applicable, any underlying beneficial owners, to proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company or its affiliates in light of relevant rules and regulations under the laws set forth above. (c) Purchaser understands and agrees that, if at any time Purchaser is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and terrorism. Lender shall have similar activities, the right Board of Directors may undertake appropriate actions to audit any Borrower’s and/or Operating Lessee’s ensure compliance with the Patriot Act applicable law or regulation, including, but not limited to, segregation and/or redemption of Purchaser’s Securities, cessation of dividends, if any, to Purchaser, refusal of future subscriptions by Purchaser, and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismother similar acts. In the event that the Board of Directors takes any Borrower of the foregoing acts, Purchaser agrees that the Board of Directors, in its sole, absolute and reasonable discretion, may manage the remaining portion of Purchaser’s investment in the Company separate and apart from the Company’s assets, including without limitation selling or Operating Lessee fails otherwise disposing of such assets and reinvesting the proceeds therefrom. The rights and obligations of the Board of Directors under this Section shall expressly supersede any duties that the Board of Directors may have to comply with Purchaser under the Patriot Act or otherwise. (d) In addition to any such requirements remedies at law or in equity, Purchaser agrees to indemnify and hold harmless the Company, the Board of Governmental AuthoritiesDirectors, then Lender mayofficers, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, shareholders and affiliates of the Company from and against any and all costs losses, liabilities, damages, penalties, costs, fees and expenses incurred by Lender in connection therewith shall be secured (including legal fees and disbursements) which may result, directly or indirectly, from any acts taken by the Mortgages and Board of Directors in accordance with the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpreceding paragraph. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each Borrower will use its their good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act (as defined below) and all applicable requirements of Governmental Authorities governmental authorities having jurisdiction over such Borrower, Operating Lessee and/or Borrower and the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities governmental authorities having jurisdiction over such Borrower, Operating Lessee and/or Borrower and the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authoritiesgovernmental authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable payable. For purposes hereof, the term “Patriot Act” means the Uniting and Strengthening America by Borrowers Providing Appropriate Tools Required to LenderIntercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws. (b) Borrowers hereby warrant and represent that none Neither Borrower nor any member of Borrower nor any partner of any Borrower, Operating Lessee or such member nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (ia) is listed on any Government ListsLists (as defined below), (iib) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC (as defined below) or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iiic) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act OffenseOffense (as defined below), or (ivd) is currently under investigation by any Governmental Authority governmental authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (Aa) the criminal laws against terrorism; (Bb) the criminal laws against money laundering, (Cc) the Bank Secrecy Act, as amended, (Dd) the Money Laundering Control Act of 1986, as amended, or the (Ee) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1i) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Governmental Lists”, or (3iii) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority government authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Governmental Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable by Borrowers to Lender. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or Pool 1 that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each of Borrower and Operating Lessee will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or and Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause and Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Neither Borrower, Operating Lessee or nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower and Operating Lessee in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower and Operating Lessee in writing is now included in “Government Lists”. Notwithstanding the foregoing, the foregoing representations and covenants are not made by Borrower or Operating Lessee as to holders of publicly traded shares in REIT.

Patriot Act Compliance. (a) Each of Borrower and Leasehold Pledgor will use its good faith and commercially reasonable efforts to comply, comply (and cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner and Operating Lessee to comply, ) with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating Borrower with respect to money laundering and terrorismterrorism and will use its good faith and commercially reasonable efforts to comply with all other applicable requirements of Governmental Authorities having jurisdiction over Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner, Operating Lessee, the Collateral, the Mezzanine A Collateral and/or any Individual Property. Lender shall have the right to audit any Borrower’s and/or Operating Lesseeand Leasehold Pledgor’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner, Operating Lessee Lessee, the Collateral, the Mezzanine A Collateral and/or the Property owned by such Borrowerany Individual Property, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Leasehold Pledgor fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower or Leasehold Pledgor, as applicable, to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Pledge Agreement and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant None of the funds or other assets of Borrower, Leasehold Pledgor or any other Loan Party constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under United States law, including but not limited to, the Patriot Act (including anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and represent any Executive Orders or regulations promulgated thereunder with the result that none the investment in Borrower or any other Loan Party (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law (“Embargoed Person”). -115- Mezzanine B Loan Agreement (c) None of the funds or other assets of any Borrower, Operating Lessee Leasehold Pledgor or any owner other Loan Party constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person. (d) No Embargoed Person has any interest of any nature whatsoever in Borrower, Leasehold Pledgor or any other Loan Party with the result that the investment in Borrower, Leasehold Pledgor or any other Loan Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. (e) None of the funds of Borrower, Leasehold Pledgor or any other Loan Party have been derived from or are the proceeds of, any unlawful activity with the result that the investment in Borrower, Leasehold Pledgor or any other Loan Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Nothing contained in this Section 4.32 shall apply, and no representation or warranty is made with respect, to any public equity holder of any Person by virtue of such public equity holder being a direct holder of publicly traded shares or indirect interest other publicly traded equity interests in any Borrower or Operating Lessee (i) Person which is listed on any Government Lists, (ii) the New York Stock Exchange or another nationally or internationally recognized stock exchange or is quoted on a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”national quotation system.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, shall at all times comply with the Patriot Act (as defined below) and all applicable requirements of Governmental Authorities governmental authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right right, from time to time, to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities governmental authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authoritiesgovernmental authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable costs and expenses incurred by Lender in connection therewith with any such audit or compliance shall be secured by the Mortgages Security Instrument and the other Loan Documents and shall be immediately due and payable by Borrowers to Lender. within five (b5) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner business days after receipt of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Listsreasonably detailed, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order Noitemized demand therefor. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act OffenseAct” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and Strengthening America by Fulfilling Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015 and as the same may be further amended, extended, replaced or otherwise modified from time to time, and any violation corresponding provisions of future laws. At all times throughout the term of the criminal laws Loan, including after giving effect to any transfers permitted by Lender, (a) none of the funds or other assets of Borrower, or Guarantor shall constitute property of, or shall be directly or indirectly controlled, or beneficially owned, directly or indirectly, by any person subject to trade restrictions under United States of America law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or of any of regulations promulgated thereunder, with the several statesresult that the investment in Borrower, or that Guarantor, as applicable (whether directly or indirectly), would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several statesprohibited by law (each, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. an “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFACEmbargoed Person”), or the Loan made by Lender would be in violation of law, (2b) no Embargoed Person shall have any other list interest of terroristsany nature whatsoever in Borrower, terrorist organizations or narcotics traffickers maintained pursuant to any Guarantor, as applicable, 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, and (c) none of the Rules and Regulations funds of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”Borrower, or Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Borrower, or Guarantor, as applicable (3) any similar lists maintained whether directly or indirectly), would be prohibited by law or the United States Department Loan would be in violation of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”law.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act (as defined below) and all applicable requirements of Governmental Authorities governmental authorities having jurisdiction over such Borrower, Operating Lessee and/or Borrower and the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities governmental authorities having jurisdiction over such Borrower, Operating Lessee and/or Borrower and the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authoritiesgovernmental authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable payable. For purposes hereof, the term “Patriot Act” means the Uniting and Strengthening America by Borrowers Providing Appropriate Tools Required to LenderIntercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws. (b) Borrowers hereby warrant and represent that none of any Neither Borrower, Operating Lessee or OP nor REIT nor to Borrower’s knowledge, any owner of Affiliate that owns more than a direct or indirect 20% interest in any Borrower either the OP or Operating Lessee REIT (ia) is listed on any Government ListsLists (as defined below), (iib) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC (as defined below) or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iiic) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act OffenseOffense (as defined below), or (ivd) is currently under investigation by any Governmental Authority governmental authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (Aa) the criminal laws against terrorism; (Bb) the criminal laws against money laundering, (Cc) the Bank Secrecy Act, as amended, (Dd) the Money Laundering Control Act of 1986, as amended, or the (Ee) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1i) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Governmental Lists”, or (3iii) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority government authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Governmental Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such exercise any remedies provided for or permissible under applicable law including, if permitted, causing Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Security Instrument and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by Property, except, with respect to any such Borrower, including those relating requirements other than the Patriot Act and requirements related to anti-money laundering and terrorism, where such failure or noncompliance as would not reasonably be expected to result in a Material Adverse Effect. If required pursuant to the Patriot Act or any other Legal Requirement, Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable out-of-pocket costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest of 5% or greater in any Borrower or Operating Lessee (other than holders of interests in VRLP (other than VRT) and/or VRT) and/or ALX: (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to in violation of the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, or (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) in each case, with the result that the Loan made by Lender is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge in violation of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. applicable Legal Requirements. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; , (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. , provided that “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules rules and Regulations regulations of OFAC that Lender notified Borrowers Borrower in writing in advance is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing in advance is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower Borrowers will use its their good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrowers and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. Lender shall have the right right, from time to time, to audit any Borrower’s and/or Operating Lessee’s Borrowers’ compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrowers and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable out-of-pocket costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderwithin five (5) Business Days after demand. (b) At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, Borrowers hereby warrant shall implement maintain and represent comply with appropriate procedures pursuant to Legal Requirements to ensure that none no Borrower nor Guarantor nor any partner in any Borrower or Guarantor nor member of any Borrower, Operating Lessee or such partner nor any other owner of a direct or indirect interest in any Borrower or Operating Lessee Guarantor (ia) is shall be listed on any Government Lists, (iib) is shall be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iiic) has shall have been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (ivd) is currently shall be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made . (c) At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the knowledge of Loan Documents, Borrowers shall implement, maintain and comply with respect appropriate procedures pursuant to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation Legal Requirements to ensure that (a) none of the criminal funds or other assets of any Borrower or Guarantor, any partner in any Borrower or Guarantor, any member of any such partner or any other owner of a direct or indirect interest in any Borrower or Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to economic or financial sanctions, trade restrictions (or similar measures) (collectively “Sanctions”) under (i) the laws or regulations of the European Union (or any member state thereof), (ii) the laws or regulations or orders of the United States of America Kingdom, (iii) the United Nations Security Council or of any of (iv) the several stateslaws, regulations or that would be a criminal violation if committed within the jurisdiction orders of the United States of America States, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money launderingregulations promulgated thereunder, (C) each, together with any natural which is a citizen or resident of a country which is subject to Sanctions and any other Person which is organized under the Bank Secrecy Actlaws of any country which is subject to Sanctions, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. an “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFACEmbargoed Person”), (2) with the result that the investment in any other list Borrower or Guarantor, any partner in any Borrower or Guarantor, any member of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce such partner or any other Government Authority owner of a direct or pursuant to indirect interest in any Executive Order Borrower or Guarantor would be prohibited by law, or the Loan made by Lender would be in violation of law, (b) no Embargoed Person shall have any interest of any nature whatsoever in any Borrower or Guarantor, any partner in any Borrower or Guarantor, any member of any such partner or any other owner of a direct or indirect interest in any Borrower or Guarantor with the result that the investment in any Borrower or Guarantor, any partner in any Borrower or Guarantor, any member of any such partner or any other owner of a direct or indirect interest in any Borrower or Guarantor would be prohibited by law or the Loan would be in violation of law, and (c) none of the President funds of any Borrower or Guarantor, any partner in any Borrower or Guarantor, any member of any such partner or any other owner of a direct or indirect interest in any Borrower or Guarantor shall be derived from any unlawful activity with the United States result that the investment in Borrower or Guarantor, any partner in any Borrower or Guarantor, any member of America that Lender notified Borrowers any such partner or any other owner of a direct or indirect interest in writing is now included any Borrower or Guarantor would be prohibited by law or the Loan would be in “Government Lists”violation of law.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts Purchaser hereby acknowledges that the Company seeks to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements laws concerning money laundering and similar activities. In furtherance of Governmental Authorities having jurisdiction over such Borrowerefforts, Operating Lessee and/or Purchaser hereby represents and agrees that, to the Property owned best of Purchaser’s knowledge based upon appropriate diligence and investigation: (i) none of the cash or property that is paid or contributed to the Company by Purchaser shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment to the Company by Purchaser shall (to the extent that such Borrowermatters are within Purchaser’s control) cause the Company or the Manager to be in violation of the United States Bank Secrecy Act, including those relating the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Purchaser shall promptly notify the Manager if any of the foregoing shall cease to be true and accurate with respect to Purchaser. (b) Purchaser hereby agrees to provide to the Company any additional information regarding Purchaser deemed necessary or convenient by the Company to ensure compliance with all applicable laws concerning money laundering and similar illicit activities. Purchaser understands and agrees that the Company or the Manager may release confidential information about Purchaser and, if applicable, any underlying beneficial owners, to proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company or its affiliates in light of relevant rules and regulations under the laws set forth above. (c) Purchaser understands and agrees that, if at any time Purchaser is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and terrorism. Lender shall have similar activities, the right Manager may undertake appropriate actions to audit any Borrower’s and/or Operating Lessee’s ensure compliance with the Patriot Act applicable law or regulation, including, but not limited to, segregation and/or redemption of Purchaser’s Securities, cessation of dividends, if any, to Purchaser, refusal of future subscriptions by Xxxxxxxxx, and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismother similar acts. In the event that the Manager takes any Borrower of the foregoing acts, Xxxxxxxxx agrees that the Manager, in its sole, absolute and reasonable discretion, may manage the remaining portion of Purchaser’s investment in the Company separate and apart from the Company’s assets, including without limitation selling or Operating Lessee fails otherwise disposing of such assets and reinvesting the proceeds therefrom. The rights and obligations of the Manager under this Section shall expressly supersede any duties that the Manager may have to comply with Purchaser under the Patriot Act or otherwise. (d) In addition to any such requirements remedies at law or in equity, Xxxxxxxxx agrees to indemnify and hold harmless the Company, the Manager, officers, members and affiliates of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, the Company from and against any and all costs losses, liabilities, damages, penalties, costs, fees and expenses incurred by Lender in connection therewith shall be secured (including legal fees and disbursements) which may result, directly or indirectly, from any acts taken by the Mortgages and Manager in accordance with the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpreceding paragraph. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each Borrower will shall use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProject, including those relating to money laundering and terrorism. Funding Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProject, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Funding Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Funding Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents Security Instrument and shall be immediately due and payable by Borrowers payable. Borrower covenants that it shall comply with all Legal Requirements and internal requirements of Funding Lender relating to Lender. money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, Borrower shall not take any action, or permit any action to be taken, that would cause Borrower’s representations and warranties in Article IV become untrue or inaccurate at any time during the term of the Funding Loan. Upon any Beneficiary Party’s request from time to time during the term of the Funding Loan, Borrower shall certify in writing to such Beneficiary Party that Borrower’s representations, warranties and obligations under Article IV remain true and correct and have not been breached, and in addition, upon request of any Beneficiary Party, Borrower covenants to provide all information required to satisfy obligations under all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, during the term of the Funding Loan. Borrower shall immediately notify the Funding Lender in writing of (a) Borrower’s actual knowledge that any of such representations, warranties or covenants are no longer true and have been breached, (b) Borrowers hereby warrant Borrower has a reasonable basis to believe that they may no longer be true and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has have been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, breached or (ivc) is currently under Borrower becomes the subject of an investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made Authorities related to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) anti-terrorism, trade embargos and economic sanctions. Borrower shall also reimburse Funding Lender for any expense incurred by Funding Lender in evaluating the Bank Secrecy Acteffect of an investigation by Governmental Authorities on the Funding Loan and Funding Lender’s interest in the collateral for the Funding Loan, in obtaining necessary license from Governmental Authorities as amendedmay be necessary for Funding Lender to enforce its rights under the Funding Loan Documents, (D) the Money Laundering Control Act and in complying with all Legal Requirements and internal requirements of 1986Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect applicable to Funding Lender as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any result of the Rules existence of such an event and Regulations of OFAC that for any penalties or fines imposed upon Funding Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”as a result thereof.

Patriot Act Compliance. ‌ (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, comply (and cause Operating Lessee Owner to comply, ) with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Owner, the Collateral and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lesseeand Owner’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Owner, the Collateral and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Owner fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewithcomply, or cause such Borrower to cause Operating Lessee Owner to comply therewithcomply, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Pledge Agreement and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Neither Borrower, Operating Lessee or Owner, nor any owner of a direct or indirect interest in any Borrower or Operating Lessee Owner (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the any Anti-Money Laundering Control Act of 1986, as amended, or (E) the Patriot ActLaws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by Property, except, with respect to any such Borrower, including those relating requirements other than the Patriot Act and requirements related to anti-money laundering and terrorism, where such failure or noncompliance as would not reasonably be expected to result in a Material Adverse Effect. If required pursuant to the Patriot Act or any other Legal Requirement, Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all reasonable out-of-pocket costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest of 5% or greater in any Borrower or Operating Lessee (other than holders of interests in VRLP (other than VRT) and/or VRT) and/or ALX. (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to in violation of the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, or (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) in each case, with the result that the Loan made by Lender is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge in violation of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. applicable Legal Requirements. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; , (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. , provided that “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all related applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all related applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such related requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none Neither Borrower nor any Affiliate of Borrower nor, to Borrower’s knowledge, any Borrower, Operating Lessee or any other owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. activity constituting a Patriot Act Offense. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the any Anti-Money Laundering Control Act of 1986, as amended, or (E) the Patriot ActLaws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each ﷒. Borrower will shall use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProject, including those relating to money laundering and terrorism. Funding Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProject, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Funding Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Funding‌‌‌ Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents Security Instrument and shall be immediately due and payable by Borrowers payable. Borrower covenants that it shall comply with all Legal Requirements and internal requirements of Funding Lender relating to Lender. money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, Borrower shall not take any action, or permit any action to be taken, that would cause Borrower’s representations and warranties in Article IV become untrue or inaccurate at any time during the term of the Funding Loan. Upon any Beneficiary Party’s request from time to time during the term of the Funding Loan, Borrower shall certify in writing to such Beneficiary Party that Borrower’s representations, warranties and obligations under Article IV remain true and correct and have not been breached, and in addition, upon request of any Beneficiary Party, Borrower covenants to provide all information required to satisfy obligations under all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, during the term of the Funding Loan. Borrower shall immediately notify the Funding Lender in writing of (a) Borrower’s actual knowledge that any of such representations, warranties or covenants are no longer true and have been breached, (b) Borrowers hereby warrant Borrower has a reasonable basis to believe that they may no longer be true and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has have been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, breached or (ivc) is currently under Borrower becomes the subject of an investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made Authorities related to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) anti-terrorism, trade embargos and economic sanctions. Borrower shall also reimburse Funding Lender for any expense incurred by Funding Lender in evaluating the Bank Secrecy Acteffect of an investigation by Governmental Authorities on the Funding Loan and Funding Lender’s interest in the collateral for the Funding Loan, in obtaining necessary license from Governmental Authorities as amendedmay be necessary for Funding Lender to enforce its rights under the Funding Loan Documents, (D) the Money Laundering Control Act and in complying with all Legal Requirements and internal requirements of 1986Funding Lender relating to money laundering, anti- terrorism, trade embargos and economic sanctions, now or hereafter in effect applicable to Funding Lender as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any result of the Rules existence of such an event and Regulations of OFAC that for any penalties or fines imposed upon Funding Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”as a result thereof.

Patriot Act Compliance. (a) Each Borrower Borrowers will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrowers and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s Borrowers’ compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrowers and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all out-of-pocket costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee No Borrower or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” “ means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the any Anti-Money Laundering Control Act of 1986, as amended, or (E) the Patriot ActLaws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the any Anti-Money Laundering Control Act of 1986, as amended, or (E) the Patriot ActLaws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will (and shall cause Senior Borrower to) use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Senior Borrower, any Senior Collateral and/or the Property owned by such BorrowerCollateral, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lesseeand Senior Borrower’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Senior Borrower, any Senior Collateral and/or the Property owned by such BorrowerCollateral, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Senior Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewithBorrower, or cause such Borrower to cause Operating Lessee Senior Borrower, to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Pledge Agreement and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Neither Borrower, Operating Lessee or Senior Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee Senior Borrower (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the any Anti-Money Laundering Control Act of 1986, as amended, or (E) the Patriot ActLaws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers Borrower in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each of Borrower and Leasehold Pledgor will comply (and cause Owner and Operating Lessee to comply) with the Patriot Act and all applicable requirements of Government Authorities having jurisdiction over Borrower with respect to money laundering and terrorism and will use its good faith and commercially reasonable efforts to comply, comply (and cause Owner and Operating Lessee to comply, ) with the Patriot Act and all other applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Leasehold Pledgor, Owner, Operating Lessee Lessee, the Collateral and/or the Property owned by such Borrower, including those relating to money laundering and terrorismany Individual Property. Lender shall have the right to audit any Borrower’s and/or Operating Lesseeand Leasehold Pledgor’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Leasehold Pledgor, Owner, Operating Lessee Lessee, the Collateral and/or the Property owned by such Borrowerany Individual Property, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee Leasehold Pledgor fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower or Leasehold Pledgor, as applicable, to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Pledge Agreement and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant None of the funds or other assets of Borrower, Leasehold Pledgor or any other Loan Party constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under United States law, including but not limited to, the Patriot Act (including anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and represent any Executive Orders or regulations promulgated thereunder with the result that none the investment in Borrower or any other Loan Party (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law (“Embargoed Person”). (c) None of the funds or other assets of any Borrower, Operating Lessee Leasehold Pledgor or any owner other Loan Party constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person. (d) No Embargoed Person has any interest of any nature whatsoever in Borrower, Leasehold Pledgor or any other Loan Party with the result that the investment in Borrower, Leasehold Pledgor or any other Loan Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. (e) None of the funds of Borrower, Leasehold Pledgor or any other Loan Party have been derived from or are the proceeds of, any unlawful activity with the result that the investment in Borrower, Leasehold Pledgor or any other Loan Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Nothing contained in this Section 4.32 shall apply, and no representation or warranty is made with respect, to any public equity holder of any Person by virtue of such public equity holder being a direct holder of publicly traded shares or indirect interest other publicly traded equity interests in any Borrower or Operating Lessee (i) Person which is listed on any Government Lists, (ii) the New York Stock Exchange or another nationally or internationally recognized stock exchange or is quoted on a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”national quotation system.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts Purchaser hereby acknowledges that the Company seeks to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements laws concerning money laundering and similar activities. In furtherance of Governmental Authorities having jurisdiction over such Borrowerefforts, Operating Lessee and/or Purchaser hereby represents and agrees that, to the Property owned best of Purchaser’s knowledge based upon appropriate diligence and investigation: (i) none of the cash or property that is paid or contributed to the Company by Purchaser shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment to the Company by Purchaser shall (to the extent that such Borrowermatters are within Purchaser’s control) cause the Company or the Board of Directors to be in violation of the United States Bank Secrecy Act, including those relating the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Purchaser shall promptly notify the Board of Directors if any of the foregoing shall cease to be true and accurate with respect to Purchaser. Purchaser hereby agrees to provide to the Company any additional information regarding Purchaser deemed necessary or convenient by the Company to ensure compliance with all applicable laws concerning money laundering and similar illicit activities. Purchaser understands and agrees that the Company or the Board of Directors may release confidential information about Purchaser and, if applicable, any underlying beneficial owners, to proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company or its affiliates in light of relevant rules and regulations under the laws set forth above. Purchaser understands and agrees that, if at any time Purchaser is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and terrorism. Lender shall have similar activities, the right Board of Directors may undertake appropriate actions to audit any Borrower’s and/or Operating Lessee’s ensure compliance with the Patriot Act applicable law or regulation, including, but not limited to, segregation and/or redemption of Purchaser’s Securities, cessation of dividends, if any, to Purchaser, refusal of future subscriptions by Purchaser, and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee and/or the Property owned by such Borrower, including those relating to money laundering and terrorismother similar acts. In the event that the Board of Directors takes any Borrower of the foregoing acts, Purchaser agrees that the Board of Directors, in its sole, absolute and reasonable discretion, may manage the remaining portion of Purchaser’s investment in the Company separate and apart from the Company’s assets, including without limitation selling or Operating Lessee fails otherwise disposing of such assets and reinvesting the proceeds therefrom. The rights and obligations of the Board of Directors under this Section shall expressly supersede any duties that the Board of Directors may have to comply with Purchaser under the Patriot Act or otherwise. In addition to any such requirements remedies at law or in equity, Purchaser agrees to indemnify and hold harmless the Company, the Board of Governmental AuthoritiesDirectors, then Lender mayofficers, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, shareholders and affiliates of the Company from and against any and all costs losses, liabilities, damages, penalties, costs, fees and expenses incurred by Lender in connection therewith shall be secured (including legal fees and disbursements) which may result, directly or indirectly, from any acts taken by the Mortgages and Board of Directors in accordance with the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpreceding paragraph. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”

Patriot Act Compliance. (a) Each Borrower Borrowers will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrowers and/or the Property owned by such Borrowerany Property, including those relating to money laundering and terrorism. Lender Agent shall have the right to audit any Borrower’s and/or Operating Lessee’s Borrowers’ compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrowers and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender Agent may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Agent and any Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee No Borrower or any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender Agent notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender Agent notified Borrowers in writing is now included in “Government Lists”.

Patriot Act Compliance. (a) Each Borrower will use its good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Operating Lessee’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Operating Lessee Borrower and/or the Property owned by such BorrowerProperty, including those relating to money laundering and terrorism. In the event that any Borrower or Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages Mortgage and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any Borrower, Operating Lessee or Neither Borrower nor any owner of a direct or indirect interest in any Borrower or Operating Lessee (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the any Anti-Money Laundering Control Act of 1986, as amended, or (E) the Patriot ActLaws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”,

Patriot Act Compliance. (a) Each Borrower Borrowers and Operating Lessees will use its their good faith and commercially reasonable efforts to comply, and cause Operating Lessee to comply, comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such BorrowerBorrowers, Operating Lessee Lessees and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. Lender shall have the right to audit any Borrower’s and/or Borrowers’ and Operating Lessee’s Lessees’ compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over such Borrower, Borrowers and Operating Lessee Lessees and/or the Property owned by such BorrowerProperties, including those relating to money laundering and terrorism. In the event that any Borrower or any Operating Lessee fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Lender may, at its option, cause such Borrower to comply therewith, or cause and/or such Borrower to cause Operating Lessee to comply therewith, therewith and any and all costs and expenses incurred by Lender in connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable by Borrowers to Lenderpayable. (b) Borrowers hereby warrant and represent that none of any No Borrower, no Operating Lessee or any owner of a direct or indirect interest in any Borrower or any Operating Lessee (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged criminal activity; provided that this representation is made to the knowledge of Borrowers with respect to the shareholders of Ashford Hospitality Trust, Inc. . For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government Lists”.