What does 'Sanctioned Person' mean in the context of the Embassy Suites lender estoppel and release agreement?

According to Embassy Suites's 2025 Franchise Disclosure Document, a 'Sanctioned Person' is defined within the context of the lender estoppel and release agreement. Specifically, it refers to any person, entity, or government, including those with control over such persons or entities, or acting on their behalf, who is subject to trade restrictions. These trade restrictions effectively prohibit or restrict the parties' ability to fulfill their obligations under the franchise agreement.

'Trade Restrictions' are further defined as encompassing trade, economic, or investment sanctions, export controls, anti-terrorism measures, nonproliferation efforts, anti-money laundering regulations, and similar restrictions. These restrictions are enforced through laws, rules, and regulations imposed under laws to which the parties are subject.

For a prospective Embassy Suites franchisee, this definition is important because it ensures that any lender involved in financing the franchise is not subject to restrictions that could impede their ability to meet financial obligations or otherwise comply with the franchise agreement. This clause protects Embassy Suites from potential legal or financial complications arising from dealing with entities under trade restrictions, ensuring the stability and compliance of its franchisees' operations.