Common use of ADVISOR; ADVISORY AGREEMENT Clause in Contracts

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (A) the Advisor’s certificate of formation or limited liability company agreement, or other organizational documents, as applicable; (B) any indenture, mortgage, stockholders agreement, note, lease or other material agreement or instrument to which the Advisor is a party or by which the Advisor or any of its subsidiaries is bound except, for purposes of this clause (B) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or (C) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Advisor. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company agreement or other organizational documents, as applicable. (iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor.

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do does not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (A) the Advisor’s certificate of formation or limited liability company agreement, or other organizational documents, as applicable; (B) any indenture, mortgage, stockholders agreement, note, lease or other material agreement or instrument to which the Advisor is a party or by which the Advisor or any of its subsidiaries is bound except, for purposes of this clause (B) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or (C) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Advisor. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company agreement or other organizational documents, as applicable. (iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor.

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor Ashford Hospitality Advisors LLC (the “Advisor”) is a limited liability company duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: : (A) the Advisor’s certificate or any of formation its subsidiaries’ charter or limited liability company agreementby-laws, or other organizational documents, as applicable; ; (B) any indenture, mortgage, stockholders agreement, note, lease or other material agreement or instrument to which the Advisor or any of its subsidiaries is a party or by which the Advisor or any of its subsidiaries or any of their properties is bound except, for purposes of this clause (B) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or or (C) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the AdvisorAdvisor or any of its subsidiaries or any of their respective properties. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company agreement or other organizational documents, as applicable. (iv) There Except as described in the Registration Statement, or in the Advisor’s filings with the Commission, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor. (v) The Advisor possesses such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, other than those which the failure to possess or own would not reasonably be expected to have or result in, individually or in the aggregate, (A) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, (B) a Company MAE, or (C) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor, and the Advisor has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit.

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor Ashford Hospitality Advisors LLC (the “Advisor”) is a limited liability company duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (Aa) the Advisor’s certificate or any of formation its subsidiaries’ charter or limited liability company agreementby-laws, or other organizational documents, as applicable; (Bb) any indenture, mortgage, stockholders agreement, note, lease or other material agreement or instrument to which the Advisor or any of its subsidiaries is a party or by which the Advisor or any of its subsidiaries or any of their properties is bound except, for purposes of this clause (Bb) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or (Cc) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the AdvisorAdvisor or any of its subsidiaries or any of their respective properties. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company agreement or other organizational documents, as applicable. (iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor. (v) The Advisor possesses such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, other than those which the failure to possess or own would not reasonably be expected to have or result in, individually or in the aggregate, (A) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, (B) a Company MAE, or (C) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor, and the Advisor has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit.

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor is a limited liability company partnership duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (A) the Advisor’s certificate of formation limited partnership or limited liability company partnership agreement, or other organizational documents, as applicable; (B) any indenture, mortgage, stockholders stockholders’ agreement, note, lease or other material agreement or instrument to which the Advisor is a party or by which the Advisor or any of its subsidiaries is bound except, for purposes of this clause (B) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or (C) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Advisor. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company partnership agreement or other organizational documents, as applicable. (iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor.

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor is a limited liability company partnership duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (A) the Advisor’s certificate of formation limited partnership or limited liability company partnership agreement, or other organizational documents, as applicable; (B) any indenture, mortgage, stockholders agreement, note, lease or other material agreement or instrument to which the Advisor is a party or by which the Advisor or any of its subsidiaries is bound except, for purposes of this clause (B) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or (C) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Advisor. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company partnership agreement or other organizational documents, as applicable. (iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor.

ADVISOR; ADVISORY AGREEMENT. (i) The Advisor is a limited liability company partnership duly formed and validly existing under the laws of the State of Delaware. (ii) The Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Advisor and the Company and constitutes a valid and binding agreement of the Advisor and the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (iii) The execution and delivery of the Advisory Agreement did not, and the performance thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (A) the Advisor’s certificate of formation limited partnership or limited liability company partnership agreement, or other organizational documents, as applicable; (B) any indenture, mortgage, stockholders stockholders’ agreement, note, lease or other material agreement or instrument to which the Advisor is a party or by which the Advisor or any of its subsidiaries is bound except, for purposes of this clause (B) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (1) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, or (2) a Company MAE; or (C) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Advisor. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained nor is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company partnership agreement or other organizational documents, as applicable. (iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor. (v) The Advisor possesses such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, other than those which the failure to possess or own would not reasonably be expected to have or result in, individually or in the aggregate, (A) a material adverse effect on the financial condition, business affairs, properties, results of operations or business prospects of the Advisor, (B) a Company MAE, or (C) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor, and the Advisor has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit.