0000950134-05-021899 Sample Contracts

GUARANTY OF RECOURSE OBLIGATIONS
Guaranty of Recourse Obligations • November 18th, 2005 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York

THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of November 14, 2005, by ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (“Guarantor”), for the benefit of UBS REAL ESTATE INVESTMENTS INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, 11th Floor, New York, New York 10019 (together with its successors and assigns, “Lender”).

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Re: Interest Rate Lock Agreement for Ashford 8 Property Portfolio (Pool 1)
Ashford Hospitality Trust Inc • November 18th, 2005 • Real estate investment trusts • New York

Ashford Hospitality Limited Partnership (“Borrower’s Sponsor”) has submitted an application dated as of August 17, 2005 (the “Application”) to UBS Real Estate Investments Inc. (“UBS”) whereby, subject to the terms and conditions of the Application, Borrower’s Sponsor has applied to UBS for a mortgage loan (the “Loan”) to a special purpose entity (the “Borrower”) in the anticipated principal amount of up to $110,700,000 (the “Anticipated Loan Amount”) to be secured by the real property and other assets (collectively, the “Property”) set forth in the Application. Capitalized terms used but not defined in this letter agreement (the “Agreement”) shall have the meaning set forth in the Application. Borrower’s Sponsor has requested UBS to establish and fix an Interest Rate for the Loan notwithstanding that UBS has made no obligation or commitment to make the Loan and that UBS has not completed its legal and underwriting due diligence on the Property and has not received credit approval for t

LOAN AGREEMENT among THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, collectively as Borrowers and UBS REAL ESTATE INVESTMENTS INC., as Lender Dated as of November 14, 2005 Ashford Hotel Portfolio, Pool 1
Loan Agreement • November 18th, 2005 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of November 14, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is among UBS REAL ESTATE INVESTMENTS INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, 11th Floor, New York, New York 10019 (together with its successors and assigns, collectively, “Lender”), and the entities listed on Schedule 1 attached hereto and by this reference incorporated herein, each a Delaware limited partnership and each having its principal place of business at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (referred to herein individually as a “Borrower” and collectively as “Borrowers”), jointly and severally.

GUARANTY OF RECOURSE OBLIGATIONS
Ashford Hospitality Trust Inc • November 18th, 2005 • Real estate investment trusts • New York

THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of November 14, 2005, by ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (“Guarantor”), for the benefit of UBS REAL ESTATE INVESTMENTS INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, 11th Floor, New York, New York 10019 (together with its successors and assigns, “Lender”).

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