Common use of Lessee Representations Clause in Contracts

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum or a Project Management Addendum, the Lessee identified in the Addendum or Project Management Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel or Non-Managed Hotel; and 5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. 5.1.1 The execution of this Agreement is permitted by the organizational documents Certificate of Formation and limited liability company agreement of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. 5.1.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. 5.1.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. 5.1.4 No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. 5.1.5 Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the HotelHotels; and 5.01.6. 5.1.6 As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. 5.1.1 The execution of this Agreement is permitted by the organizational documents Certificate of Formation and limited liability company agreement of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. 5.1.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. 5.1.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. 5.1.4 No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. 5.1.5 Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. 5.1.6 As of the date of this Agreement there are no defaults under any of the LeasesLease.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows: 5.01.1. (a) The execution of this Agreement is permitted by the organizational documents of Lessee Lxxxxx and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. (b) There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee Lxxxxx to Manager; 5.01.3. (c) Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. (d) No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for LesseeLxxxxx’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. (e) Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. (f) As of the date of this Agreement there are no defaults under any of the LeasesLease (if any).

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents of Lessee Xxxxxx and this Agreement has been duly authorized, executed and delivered on behalf of Lessee Xxxxxx and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee Xxxxxx to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for LesseeXxxxxx’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. As of the date of this Agreement there are no defaults under any of the LeasesLease (if any).

Lessee Representations. Upon execution Lessee hereby warrants, covenants, and represents to Authority that: 11.1.1. It is a [TYPE OF ENTITY] duly organized and validly existing in good standing under the laws of an Addendumthe State of [INSERT STATE] with full power and authority to conduct its business as now conducted, own its assets and enter into and perform its obligations under this Agreement. 11.1.2. It has the Lessee identified in the Addendum, in order to induce Manager full right and authority to enter into into, execute, deliver and perform its obligations under this AgreementAgreement and has taken all necessary corporate, will be deemed company, partnership, governmental and/or other actions to hereby represent authorize such execution and warrant to Manager as of the date delivery and performance of such Addendum as follows:obligations; 5.01.111.1.3. The execution of this This Agreement is permitted by the organizational documents of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the a legal, valid valid, and binding obligation of Lessee enforceable against Lessee in accordance with the terms hereofits terms; 5.01.211.1.4. There is no claim, litigation, proceeding It will keep all parts of Authority’s Transmission System clear from liens; 11.1.5. It will not permit any damage to Authority’s ROW or governmental investigation pending, or, to access thereto; 11.1.6. It will comply with all applicable laws in connection with the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Managerunder this Agreement; 5.01.311.1.7. Neither It is fully licensed by all governmental entities with jurisdiction over its activities, and has all permits or authorizing documentation required thereby; 11.1.8. It is and shall remain at all times during the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions term of this Agreement, conflicts with or will result in the breach of any an Unaffiliated Communications Service Provider; 11.1.9. Its use of the terms, conditions Leased Fiber or provisions of, or constitute a default under, Facilities will only be used for providing any agreement, indenture, instrument or undertaking Broadband Service to which Lessee is a party or third parties as provided for by which it is boundthe Broadband Act; 5.01.411.1.10. No approval of any third party (including any Landlord or Xxxxxx is acquainted and trained with the Holder of any Hotel Mortgage in effect as of conditions related to the date of this Agreement) is required work being done and will ensure the same for Lessee’s execution, delivery and performance of its contractors; 11.1.11. All work performed under this Agreement that has not been obtained prior to will be done in accordance with good utility practice and the execution hereofTechnical Requirements; 5.01.511.1.12. It will not use or store hazardous materials on Authority property or ROW; 11.1.13. It will not interfere in any manner with the electric system; 11.1.14. The signatory(ies) on behalf of such Lessee holds all required governmental approvals required (if applicable) are fully authorized to be held by it to own or lease the Hotel; and 5.01.6. As of the date of execute this Agreement there are no defaults under any on behalf of the LeasesLessee for which such signatory(ies) sign.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents Articles of Incorporation and Bylaws of Lessee and this Agreement has been duly authorized, Hotel Master Management Agreement Ashford TRS Corporation executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s 's execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the HotelHotels; and 5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents Articles of Incorporation and Bylaws of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof;; Hotel Master Management Agreement Ashford TRS Corporation File No. 145765 5.01.55.01 5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the HotelHotels; and 5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows: 5.01.1. (a) The execution of this Agreement is permitted by the organizational documents of Lessee Xxxxxx and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. (b) There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee Xxxxxx to Manager; 5.01.3. (c) Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. (d) No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for LesseeXxxxxx’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. (e) Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. (f) As of the date of this Agreement there are no defaults under any of the LeasesLeases (if any).

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows: 5.01.1. (a) The execution of this Agreement is permitted by the organizational documents of Lessee Xxxxxx and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. (b) There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of LesseeXxxxxx, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of LesseeXxxxxx, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee Xxxxxx to Manager; 5.01.3. (c) Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. (d) No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for LesseeXxxxxx’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. (e) Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. (f) As of the date of this Agreement there are no defaults under any of the LeasesLeases (if any).

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents Articles of Incorporation and Bylaws of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s Hotel Master Management Agreement Ashford TRS Corporation File No. 145765 execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the HotelHotels; and 5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumXxxxxx, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. 5.1.1 The execution of this Agreement is permitted by the organizational documents Certificate of Formation and limited liability company agreement of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. 5.1.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee Xxxxxx to Manager; 5.01.3. 5.1.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. 5.1.4 No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for LesseeXxxxxx’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. 5.1.5 Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and 5.01.6. 5.1.6 As of the date of this Agreement there are no defaults under any of the LeasesLease.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. The execution of this Agreement is permitted by the organizational documents Articles of Incorporation and Bylaws of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof;; Hotel Master Management Agreement Ashford TRS Corporation File No. 145765 5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the HotelHotels; and 5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.

Lessee Representations. Upon execution of an Addendum, the Lessee identified in the AddendumLessee, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent represents and warrant warrants to Manager as of the date of such Addendum as follows: 5.01.1. 5.01.1 The execution of this Agreement is permitted by the organizational documents Articles of Incorporation and Bylaws of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof; 5.01.2. 5.01.2 There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager; 5.01.3. 5.01.3 Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound; 5.01.4. 5.01.4 No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof; 5.01.5. 5.01.5 Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the HotelHotels; and 5.01.6. 5.01.6 As of the date of this Agreement there are no defaults under any of the Leases.