How does the Embassy Suites By Hilton agreement define 'Trade Restrictions'?
Embassy_Suites_By_Hilton Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Lender Estoppel and Release.
As consideration for this letter agreement relating to the Loan:
- (a) Lender hereby certifies to Franchisor that Lender is not a Sanctioned Person. "Sanctioned Person" means any person, entity, or Government, including those with Control over such persons or entities, or acting on behalf of such persons or entity, who is subject to Trade Restrictions that prohibit or restrict the Parties' performance of the Parties' obligations under this agreement. "Trade Restrictions" means trade, economic or investment sanctions, export controls, anti-terrorism, nonproliferation, anti-money laundering and similar restrictions in force pursuant to laws, rules and regulations imposed under Laws to which the Parties are subject.
Source: Item 23 — RECEIPTS (FDD pages 97–304)
What This Means (2025 FDD)
According to the 2025 Embassy Suites By Hilton Franchise Disclosure Document, 'Trade Restrictions' are defined within the context of a Lender Estoppel and Release agreement. Specifically, the document states that 'Trade Restrictions' encompass trade, economic or investment sanctions, export controls, anti-terrorism, nonproliferation, anti-money laundering, and similar restrictions. These restrictions must be in force and pursuant to laws, rules, and regulations imposed under Laws to which the relevant parties are subject.
This definition is important because it relates to whether a lender is considered a 'Sanctioned Person.' A 'Sanctioned Person' is any entity subject to these 'Trade Restrictions' that would prohibit or restrict the parties' ability to fulfill their obligations under the franchise agreement. This clause ensures that Embassy Suites By Hilton does not enter into agreements with lenders who may be restricted by international trade laws, which could impede the operation and financial transactions related to the franchise.
For a prospective Embassy Suites By Hilton franchisee, this definition highlights the importance of ensuring that any financing obtained does not involve lenders subject to trade restrictions. Failure to comply with these regulations could lead to legal and financial complications, potentially impacting the franchisee's ability to operate the hotel effectively. Therefore, franchisees should carefully vet potential lenders and ensure they meet the criteria outlined in the franchise agreement to avoid any conflicts with trade laws and regulations.