AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP DATED: , 2013Ashford Hospitality Prime, Inc. • August 22nd, 2013 • Real estate investment trusts • Delaware
This Amended and Restated Agreement of Limited Partnership is entered into effective [spin-off date], 2013 (the “Effective Date”).
ASHFORD PRIME HOTEL MASTER MANAGEMENT AGREEMENT by and between ASHFORD PRIME TRS CORPORATION, a Delaware corporation and REMINGTON LODGING & HOSPITALITY, LLC a Delaware limited liability companyManagement Agreement • August 22nd, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS ASHFORD PRIME HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this day of , 2013, by and between ASHFORD PRIME TRS CORPORATION, a Delaware corporation (hereinafter referred to as “Lessee”), REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (hereinafter referred to as “Manager”), and for the limited purposes of Article VIII herein, the Landlords (defined below).
OPTION AGREEMENT CRYSTAL GATEWAY MARRIOTTOption Agreement • August 22nd, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS OPTION AGREEMENT (this “Option Agreement”) is executed as of this [—] day of [—], 2013 (the “Effective Date”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“Ashford Prime OP”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP (“Ashford Trust OP”), with respect to the Property Entities (defined below); and ASHFORD TRS CORPORATION (“Ashford Trust TRS” and together with Ashford Trust OP, the “Grantors”) and ASHFORD PRIME TRS CORPORATION (“Ashford Prime TRS” and together with Ashford Prime OP, the “Optionees”), with respect to the TRS Entity (defined below).
SEPARATION AND DISTRIBUTION AGREEMENT by and between ASHFORD HOSPITALITY TRUST, INC. ASHFORD HOSPITALITY LIMITED PARTNERSHIP, ASHFORD TRS CORPORATION, ASHFORD HOSPITALITY PRIME, INC. ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP and ASHFORD PRIME TRS...Separation and Distribution Agreement • August 22nd, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [—], 2013 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), ASHFORD TRS CORPORATION, a Delaware corporation (“Ashford Trust TRS”), ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Prime OP”) and ASHFORD PRIME TRS CORPORATION, a Delaware corporation (“Ashford Prime TRS”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
ASHFORD PRIME MUTUAL EXCLUSIVITY AGREEMENTAshford Prime • August 22nd, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS ASHFORD PRIME MUTUAL EXCLUSIVITY AGREEMENT (this “Agreement”) is entered as of the [ ] day of [ ], 2013 (the “Effective Date”) by and among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the “REIT”), and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (“Manager”), and is consented and agreed to by MONTY J. BENNETT as a Remington Affiliate.
