0001574085-15-000018 Sample Contracts

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AMENDED AND RESTATED RECOURSE LIABILITY AGREEMENT
Recourse Liability Agreement • March 16th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED RECOURSE LIABILITY AGREEMENT is made as of November 7, 2014 among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (“Sponsor”), CHH CAPITAL HOTEL PARTNERS, LP, a Delaware limited partnership (“Capital Borrower”) and CHH TORREY PINES HOTEL PARTNERS, LP, a Delaware limited partnership (together with Capital Borrower, individually and collectively, “Borrower”; Borrower and Sponsor, individually and collectively, “Recourse Liability Party”), and AAREAL CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, “Agent”) for Lenders as more particularly set forth in the Loan Agreement (as hereinafter defined). All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY
Environmental Indemnity • March 16th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY is made as of November 7, 2014 among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (“Sponsor”), CHH CAPITAL HOTEL PARTNERS, LP and CHH TORREY PINES HOTEL PARTNERS, LP, each a Delaware limited partnership (individually and collectively, “Borrower”; and together with Sponsor, individually and collectively, “Indemnitor”), and AAREAL CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, “Agent”) for Lenders as more particularly set forth in the Loan Agreement (as hereinafter defined). All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

ENVIRONMENTAL INDEMNITY
Environmental Indemnity • March 16th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York

This ENVIRONMENTAL INDEMNITY (this “Indemnity”) is made as of March 9, 2015 by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (“Guarantor”), ASHFORD TRS PIER HOUSE LLC, a Delaware limited liability company (“Operating Lessee”), and ASHFORD PIER HOUSE LP, a Delaware limited partnership (“Borrower”; Borrower, Operating Lessee and Guarantor are each individually an “Indemnitor” and collectively, “Indemnitors”), to and for the benefit of CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a banking corporation organized under the laws of the Republic of France, having an office at 1301 Avenue of the Americas, New York, New York 10019, as agent (in such capacity, “Agent”) for Lenders as more particularly set forth in the Loan Agreement (as hereinafter defined). All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

RECOURSE LIABILITY AGREEMENT
Recourse Liability Agreement • March 16th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York

This RECOURSE LIABILITY AGREEMENT (this “Agreement”), is made as of March 9, 2015 by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (“Guarantor”), ASHFORD TRS PIER HOUSE LLC, a Delaware limited liability company (“Operating Lessee”), ASHFORD PIER HOUSE LP, a Delaware limited partnership (“Borrower”; Borrower, Operating Lessee and Guarantor are each individually a “Recourse Liability Party” and collectively, “Recourse Liability Parties”), to and for the benefit of CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a banking corporation organized under the laws of the Republic of France, having an office at 1301 Avenue of the Americas, New York, New York 10019, as agent (in such capacity, “Agent”) for Lenders as more particularly set forth in the Loan Agreement (as hereinafter defined). All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

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