0001232582-24-000035 Sample Contracts

SECOND CONSOLIDATED, AMENDED AND RESTATED HOTEL MASTER MANAGEMENT AGREEMENT by and among ASHFORD TRS CORPORATION a Delaware corporation and REMINGTON LODGING & HOSPITALITY, LLC a Delaware limited liability company
Hotel Master Management Agreement • March 14th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

THIS SECOND CONSOLIDATED, AMENDED AND RESTATED HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this 12th day of March, 2024 (the “Effective Date”), by and among ASHFORD TRS CORPORATION, a Delaware corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, 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).

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THIRD AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY TRUST, INC.
Advisory Agreement • March 14th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of March 12, 2024 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust” or the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), ASHFORD TRS CORPORATION, a Delaware corporation (“TRS”), ASHFORD INC., a Nevada corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Ashford LLC” and, together with Ashford Inc., the “Advisor”), which is the operating company of Ashford Inc.

AMENDED AND RESTATED MASTER PROJECT MANAGEMENT AGREEMENT
Master Project Management Agreement • March 14th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

This Amended and Restated Master Project Management Agreement (the “Agreement”), is dated and effective as of March 12, 2024 (the “Effective Date”), by and among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), ASHFORD TRS CORPORATION, a Delaware corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, “Lessee”), and PREMIER PROJECT MANAGEMENT LLC, a Maryland limited liability company (the “Manager”).

LIMITED WAIVER UNDER ADVISORY AGREEMENT
Limited Waiver Under Advisory Agreement • March 14th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver”) is entered into as of March 11, 2024, by and among ASHFORD HOSPITALITY TRUST, INC. (the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), ASHFORD TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC (“Ashford LLC” and, together with AINC, the “Advisor”).

LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

This LIMITED WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of March 11, 2024, among ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC. (the “Parent”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2024 • Ashford Hospitality Trust Inc • Real estate investment trusts

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 11, 2024, among ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Borrower”), ASHFORD HOSPITALITY TRUST, INC. (the “Parent”), the guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

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