Common use of Operating Lease Representations Clause in Contracts

Operating Lease Representations. (a) (i) The Operating Leases are in full force and effect, (ii) there are no defaults under the Operating Leases by Mortgage Borrower or Operating Lessee, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the Operating Leases, (iii) all rents, additional rents and other sums due and payable under the Operating Leases have been paid current and (iv) neither tenant nor the landlord under the Operating Leases has commenced any action or given or received any notice for the purpose of terminating the Operating Leases; (b) Except for the Liens of the Senior Mezzanine Pledge Agreement and the Mortgages, Ashford Keys Junior Operating Lessee’s interest in the Operating Leases is not subject to any Liens superior to, or of equal priority with, the Pledge Agreements; (c) Except for the Liens of the Mortgages, Ashford Keys Senior Operating Lessee’s interest in the Operating Leases is not subject to any Liens superior to, or of equal priority with, the Senior Mezzanine Pledge Agreement; (d) Except for the Liens of the Mortgages, Mortgage Borrower’s interest in the Operating Leases is not subject to any Liens superior to, or of equal priority with, the Mortgages; and (e) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the Operating Leases.

Operating Lease Representations. As of the Funding Date: (a) (i) The Each Operating Leases are Lease is in full force and effecteffect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under the any Operating Leases Lease by Mortgage Borrower or Operating Lesseeany party thereunder, and no event has occurred which that but for the passage of time, or notice, or both would constitute a default under the such Operating LeasesLease, (iii) all rents, additional rents and other sums due and payable under the each Operating Leases Lease have been paid current in full, and (iv) neither tenant the Operating Lessee nor the landlord applicable Lessor under the any Operating Leases Lease has commenced any action or given or received any notice for the purpose of terminating the such Operating LeasesLease; (b) Except for Each Operating Lease is subject and subordinate of record to the Liens applicable Mortgage; (c) The Operating Leases cannot be cancelled, terminated, surrendered or amended without the prior written consent of Administrative Agent; (d) The interests of the Senior Mezzanine Pledge Agreement and the Mortgages, Ashford Keys Junior Operating Lessee’s interest applicable Borrower in the Operating Leases is are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Pledge Agreementsapplicable Mortgage; (ce) Except for Each Operating Lease requires the Liens lessor thereunder to give notice of any default by the applicable Borrower to Administrative Agent and each Operating Lease further provides that notice of termination given under such Operating Lease is not effective against Administrative Agent or any Lender unless a copy of the Mortgages, Ashford Keys Senior Operating Lessee’s interest notice has been delivered to Administrative Agent or Lenders in the manner described in such Operating Leases is not subject to any Liens superior to, or of equal priority with, the Senior Mezzanine Pledge AgreementLease; (df) Except for Under the Liens terms of each Operating Lease, Administrative Agent is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the Mortgagesinterest of the applicable Borrower under such Operating Lease) to cure any default under such Operating Lease, Mortgage Borrower’s interest in which is curable after the receipt of notice of any default before the lessor thereunder may terminate such Operating Leases is not subject Lease; (g) Under the terms of each Operating Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to any Liens superior tothe Restoration of all or part of the related Collateral Property, with Administrative Agent or a trustee appointed by Administrative Agent having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of equal priority with, the MortgagesObligations; and (eh) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the No Operating LeasesLease imposes restrictions on subletting.

Operating Lease Representations. (a) (i) The Each Operating Leases are Lease is in full force and effecteffect and has not been modified or amended in any manner whatsoever, (ii) except as set forth on Schedule 6.39, there are no defaults under the any Operating Leases Lease by Mortgage Borrower or Operating Lesseeany party thereunder, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the such Operating LeasesLease, (iii) except as set forth on Schedule 6.39, all rents, additional rents and other sums due and payable under the each Operating Leases Lease have been paid current in full, and (iv) neither tenant no Operating Lessee nor the landlord any Owner (Lessor) under the any Operating Leases Lease has commenced any action or given or received any notice for the purpose of terminating the such Operating LeasesLease; (b) Except for Each Mortgage which encumbers an Operating Lessee's interest in an Operating Lease also encumbers the Liens of respective Owner's interest in the Senior Mezzanine Pledge Agreement applicable Collateral Property, and the Mortgagesfee interest is subject and subordinate of record to the applicable Mortgage, Ashford Keys Junior and such Mortgage does not by its terms provide that it will be subordinated to the Lien of any other mortgage or other Lien upon such fee interest, and upon the occurrence and during the continuance of an Event of Default, Administrative Agent has the right to foreclose or otherwise exercise its rights with respect to the fee interest within a commercially reasonable time; (c) The Operating Lessee’s interest Leases cannot be cancelled, terminated, surrendered or amended without the prior written consent of Administrative Agent, except as expressly permitted by Section 7.16(d); (d) The applicable interests of each Operating Lessee and each Owner in the Operating Leases is are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Pledge Agreementsapplicable Mortgage; (ce) Except for The Operating Leases require the Liens applicable Owner to give notice of any default by the Mortgages, Ashford Keys Senior applicable Operating Lessee’s interest in Lessee to Administrative Agent and the Operating Leases is further provide that notice of termination given under the Operating Leases are not subject effective against Administrative Agent or any Lender unless a copy of the notice has been delivered to any Liens superior to, Administrative Agent or of equal priority with, the Senior Mezzanine Pledge AgreementLenders in the manner described in the applicable Operating Lease; (df) Except for Under the Liens terms of each Operating Lease, Administrative Agent is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the Mortgages, Mortgage Borrower’s interest in of the applicable Operating Lessee under the Operating Leases Leases) to cure any default under the Operating Lease, which is not subject curable after the receipt of notice of any default before the lessor thereunder may terminate such Operating Lease; (g) Under the terms of each Operating Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to any Liens superior tothe Restoration of all or part of the Collateral Properties, with Administrative Agent or a trustee appointed by Administrative Agent having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of equal priority with, the Mortgagesoutstanding principal balance of the Loan together with any accrued interest thereon; and (eh) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the The Operating LeasesLeases do not impose restrictions on subletting.

Operating Lease Representations. (a) (i4) The Operating Leases are in full force and effect, (ii) there are no defaults under the Operating Leases by Mortgage Borrower or Operating Lessee, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the Operating Leases, (iii) all rents, additional rents and other sums due and payable under the Operating Leases have been paid current and current, (iv) neither tenant nor the landlord under the Operating Leases has commenced any action or given or received any notice for the purpose of terminating the Operating Leases;, (v) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date, (vi) Operating Lessee has not filed any claim of offset and, to the best knowledge of Borrower, has no charge, lien or claim of offset under any Operating Lease or otherwise against the rents or other amounts due or to become due thereunder, (vii) Operating Lessee is the owner of the “Tenant’s” or “Lessee’s” interest in each Operating Lease and Mortgage Borrower is the owner of “Landlord’s” or “Lessor’s” interest in each Operating Lease, and (viii) no transfer or assignment of any interest in any Operating Lease currently exists, except as provided to Mortgage Lender and Leases of less than 20,000 square feet, Operating Lessee has not sublet any of the Premises demised pursuant to any Operating Lease. (b) Except for the Liens of the Senior Mezzanine Pledge Agreement and the Mortgages, Ashford Keys Junior Operating Lessee’s interest in the Operating Leases is not subject to any Liens superior to, or of equal priority with, the Pledge Agreements; (c) Except for the Liens of the Mortgages, Ashford Keys Senior Operating Lessee’s interest in the Operating Leases is not subject to any Liens superior to, or of equal priority with, the Senior Mezzanine Pledge Agreement; (d) Except for the Liens of the Mortgages, Mortgage Borrower’s interest in the Operating Leases is not subject to any Liens superior to(other than the applicable Mortgage); (c) All FF&E (whether now or hereafter acquired) used for the operation of the Properties is owned (and will continue to be owned) by the applicable Mortgage Borrower and all other Personal Property, Fixtures (as defined in the Mortgage) and Equipment (as defined in the Mortgage) relating to the Property and the Operating Lease Property (as defined in the Operating Lease Subordination Agreements) and the ownership and operation thereof are owned by Mortgage Borrower or of equal priority withOperating Lessee. Borrower shall cause Mortgage Borrower and Operating Lessee to cause any FF&E, Personal Property, Fixtures and/or Equipment owned by Operating Lessee at the time the Operating Lease is terminated or cancelled to be transferred to Mortgage Borrower; (d) Operating Lessee owns and maintains Inventory (as defined in the Operating Lease) as is required to operate the Operating Lease Property pursuant to and in accordance with the Operating Lease, the MortgagesManagement Agreement and this Agreement. Borrower shall cause Mortgage Borrower and Operating Lessee to cause any Inventory owned by Operating Lessee at the time the Operating Lease is terminated or cancelled to be transferred to Mortgage Borrower; and (e) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the Operating Leases.. 00000000.0.XXXXXXXX

Operating Lease Representations. (a) (i) The Each Operating Leases are Lease is in full force and effecteffect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under the any Operating Leases Lease by Mortgage Borrower or Operating Lesseeany party thereunder, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the such Operating LeasesLease, (iii) except as set forth on Schedule6.39, all rents, additional rents and other sums due and payable under the each Operating Leases Lease have been paid current in full, and (iv) neither tenant no Operating Lessee nor the landlord any Owner (Lessor) under the any Operating Leases Lease has commenced any action or given or received any notice for the purpose of terminating the such Operating LeasesLease; (b) Except for the Liens of the Senior Mezzanine Pledge Agreement and the Mortgages, Ashford Keys Junior Each Mortgage which encumbers an Operating Lessee’s interest in an Operating Lease also encumbers the respective Owner’s interest in the applicable Collateral Property, and the fee interest is subject and subordinate of record to the applicable Mortgage, and such Mortgage does not by its terms provide that it will be subordinated to the Lien of any other mortgage or other Lien upon such fee interest, and upon the occurrence and during the continuance of an Event of Default, Administrative Agent has the right to foreclose or otherwise exercise its rights with respect to the fee interest within a commercially reasonable time; (c) The Operating Leases cannot be canceled, terminated, surrendered or amended without the prior written consent of Administrative Agent, except as expressly permitted by Section 7.16(d); (d) The applicable interests of each Operating Lessee and each Owner in the Operating Leases is are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Pledge Agreementsapplicable Mortgage; (ce) Except for The Operating Leases require the Liens applicable Owner to give notice of any default by the Mortgages, Ashford Keys Senior applicable Operating Lessee’s interest in Lessee to Administrative Agent and the Operating Leases is further provide that notice of termination given under the Operating Leases are not subject effective against Administrative Agent or any Lender unless a copy of the notice has been delivered to any Liens superior to, Administrative Agent or of equal priority with, the Senior Mezzanine Pledge AgreementLenders in the manner described in the applicable Operating Lease; (df) Except for Under the Liens terms of each Operating Lease, Administrative Agent is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the Mortgages, Mortgage Borrower’s interest in of the applicable Operating Lessee under the Operating Leases Leases) to cure any default under the Operating Lease, which is not subject curable after the receipt of notice of any default before the lessor thereunder may terminate such Operating Lease; (g) Under the terms of each Operating Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to any Liens superior tothe Restoration of all or part of the Collateral Properties, with Administrative Agent or a trustee appointed by Administrative Agent having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of equal priority with, the Mortgagesoutstanding principal balance of the Loan together with any accrued interest thereon; and (eh) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the The Operating LeasesLeases do not impose restrictions on subletting.

Operating Lease Representations. (a) (i) The Each Operating Leases are Lease is in full force and effecteffect and has not been modified or amended in any manner whatsoever, (ii) except as set forth on Schedule 6.39, there are no defaults under the any Operating Leases Lease by Mortgage Borrower or Operating Lesseeany party thereunder, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the such Operating LeasesLease, (iii) except as set forth on Schedule 6.39, all rents, additional rents and other sums due and payable under the each Operating Leases Lease have been paid current in full, and (iv) neither tenant no Operating Lessee nor the landlord any Owner (Lessor) under the any Operating Leases Lease has commenced any action or given or received any notice for the purpose of terminating the such Operating LeasesLease; (b) Except for Each Mortgage which encumbers an Operating Lessee's interest in an Operating Lease also encumbers the Liens of respective Owner's interest in the Senior Mezzanine Pledge Agreement applicable Collateral Property, and the Mortgagesfee interest is subject and subordinate of record to the applicable Mortgage, Ashford Keys Junior and such Mortgage does not by its terms provide that it will be subordinated to the Lien of any other mortgage or other Lien upon such fee interest, and upon the occurrence and during the continuance of an Event of Default, Administrative Agent has the right to foreclose or otherwise exercise its rights with respect to the fee interest within a commercially reasonable time; (c) The Operating Lessee’s interest Leases cannot be cancelled, terminated, surrendered or amended without the prior written consent of Administrative Agent, except as expressly permitted by Section 7.16(d); (d) The applicable interests of each Operating Lessee and each Owner in the Operating Leases is are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Pledge Agreementsapplicable Mortgage; (ce) Except for The Operating Leases require the Liens applicable Owner to give notice of any default by the Mortgages, Ashford Keys Senior applicable Operating Lessee’s interest in Lessee to Administrative Agent and the Operating Leases is further provide that notice of termination given under the Operating Leases are not subject effective against Administrative Agent or any Lender unless a copy of the notice has been delivered to any Liens superior to, Administrative Agent or of equal priority with, Lenders in the Senior Mezzanine Pledge Agreementmanner described in the applicable Operating Lease; (df) Except for Under the Liens terms of each Operating Lease, Administrative Agent is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the Mortgages, Mortgage Borrower’s interest in of the applicable Operating Lessee under the Operating Leases Leases) to cure any default under the Operating Lease, which is not subject curable after the receipt of notice of any default before the lessor thereunder may terminate such Operating Lease; (g) Under the terms of each Operating Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to any Liens superior tothe Restoration of all or part of the Collateral Properties, with Administrative Agent or a trustee appointed by Administrative Agent having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of equal priority with, the Mortgagesoutstanding principal balance of the Loan together with any accrued interest thereon; and (eh) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the The Operating LeasesLeases do not impose restrictions on subletting.

Operating Lease Representations. (a) (i) The Each Operating Leases are Lease is in full force and effecteffect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under the any Operating Leases Lease by Mortgage Borrower or Operating Lesseeany party thereunder, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the such Operating LeasesLease, (iii) all rents, additional rents and other sums due and payable under the each Operating Leases Lease have been paid current in full, and (iv) neither tenant Operating Lessee nor the landlord Owner (Lessor) under the each Operating Leases Lease has commenced any action or given or received any notice for the purpose of terminating the such Operating LeasesLease; (b) Except for the Liens of the Senior Mezzanine Pledge Agreement and the Mortgages, Ashford Keys Junior Each Mortgage which encumbers Operating Lessee’s interest in a Operating Lease also encumbers Owner’s interest in the applicable Collateral Property, and the fee interest is subject and subordinate of record to the applicable Mortgage, and such Mortgage does not by its terms provide that it will be subordinated to the Lien of any other mortgage or other Lien upon such fee interest, and upon the occurrence of an Event of Default, Administrative Agent has the right to foreclose or otherwise exercise its rights with respect to the fee interest within a commercially reasonable time; (c) The Operating Leases cannot be cancelled, terminated, surrendered or amended without the prior written consent of Administrative Agent; (d) The applicable interests of Operating Lessee and Owner in the Operating Leases is are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Pledge Agreementsapplicable Mortgage; (ce) Except for the Liens The Operating Leases require Owner to give notice of the Mortgages, Ashford Keys Senior any default by Operating Lessee’s interest in Lessee to Administrative Agent and the Operating Leases is further provide that notice of termination given under the Operating Leases are not subject effective against Administrative Agent or any Lender unless a copy of the notice has been delivered to any Liens superior to, Administrative Agent or of equal priority with, Lenders in the Senior Mezzanine Pledge Agreementmanner described in the applicable Operating Lease; (df) Except for Under the Liens terms of the MortgagesOperating Leases, Mortgage Borrower’s Administrative Agent is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest in of Operating Lessee under the Operating Leases Leases) to cure any default under the Operating Leases, which is not subject curable after the receipt of notice of any default before the lessor thereunder may terminate such Operating Lease; A/72912756.15 (g) Under the terms of each Operating Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to any Liens superior tothe Restoration of all or part of the Collateral Properties, with Administrative Agent or a trustee appointed by Administrative Agent having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of equal priority with, the Mortgagesoutstanding principal balance of the Loan together with any accrued interest thereon; and (eh) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the The Operating LeasesLeases do not impose restrictions on subletting.

Operating Lease Representations. (a) (i) The Each Operating Leases are Lease is in full force and effecteffect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under the any Operating Leases Lease by Mortgage Borrower or Operating Lesseeany party thereunder, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the such Operating LeasesLease, (iii) except as set forth on Schedule 6.39 hereof, all rents, additional rents and other sums due and payable under the each Operating Leases Lease have been paid current in full, and (iv) neither tenant the Operating Lessee nor the landlord applicable Lessor under the each Operating Leases Lease has commenced any action or given or received any notice for the purpose of terminating such Operating Lease, and (v) the certificate delivered pursuant to Section 5.1(a)(xxi) hereof contains attached thereto true, correct and complete copies of each of the Operating LeasesLeases and all modifications or amendments thereto; (b) Except for the Liens of the Senior Mezzanine Pledge Agreement and the Mortgages, Ashford Keys Junior Each Operating Lease which is secured by Operating Lessee’s interest in a Collateral Property is subject and subordinate of record to the applicable Mortgage; (c) The Operating Leases cannot be cancelled, terminated, surrendered or amended without the prior written consent of Administrative Agent; (d) The interests of the Operating Lessees, the Owners, and the Fee Owners, as the case may be, in the Operating Leases is are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Pledge Agreementsapplicable Mortgage; (ce) Except for The Operating Leases require the Liens lessor thereunder to give notice of any default by the Mortgages, Ashford Keys Senior Operating Lessee’s interest in applicable Borrower to Administrative Agent and the Operating Leases is further provide that notice of termination given under the Operating Leases are not subject effective against Administrative Agent or any Lender, unless a copy of the notice has been delivered to any Liens superior to, Administrative Agent or of equal priority with, Lenders in the Senior Mezzanine Pledge Agreementmanner described in the applicable Operating Lease; (df) Except for Under the Liens terms of the MortgagesOperating Leases, Mortgage Borrower’s Administrative Agent is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest in of the Operating Leases Lessee or any Borrower under the Operating Leases) to cure any default under the Operating Leases, which is not subject curable after the receipt of notice of any default before the lessor thereunder may terminate such Operating Lease; (g) Under the terms of each Operating Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to any Liens superior tothe Restoration of all or part of the Collateral Properties, with Administrative Agent or a trustee appointed by Administrative Agent having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of equal priority with, the Mortgagesoutstanding principal balance of the Loan together with any accrued interest thereon; and (eh) Borrower has delivered or caused to be delivered to Lender a true, correct and complete copy of the The Operating LeasesLeases do not impose restrictions on subletting.