Common use of RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO Clause in Contracts

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 Section 7.4 REDEMPTION RIGHT 25 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 Section 7.7 NOTICE OF SALE OR REFINANCING 29 Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 Section 8.4 DISPOSITION PROCEEDS 30 Section 8.5 WITHDRAWALS 30 ARTICLE IX TRANSFERS OF INTERESTS 30 Section 9.1 GENERAL PARTNER 30 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 Section 9.10 TRANSFEREES 37 Section 9.11 ABSOLUTE RESTRICTION 37 Section 9.12 INVESTMENT REPRESENTATION 37 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 Section 10.1 TERMINATION 37 Section 10.2 PAYMENT OF DEBTS 38 Section 10.3 DEBTS TO PARTNERS 38 Section 10.4 REMAINING DISTRIBUTION 38 Section 10.5 RESERVE 38 Section 10.6 FINAL ACCOUNTING 38 ARTICLE XI AMENDMENTS 39 ii PAGE Section 11.1 AUTHORITY TO AMEND 39 Section 11.2 NOTICE OF AMENDMENTS 39 ARTICLE XII POWER OF ATTORNEY 40 Section 12.1 POWER 40 Section 12.2 SURVIVAL OF POWER 40 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 Section 13.3 OPINION 41 Section 13.4 SUBMISSIONS TO PARTNERS 42 ARTICLE XIV MISCELLANEOUS 42 Section 14.1 GOVERNING LAW 42 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 Section 14.3 ENTIRE AGREEMENT 42 Section 14.4 SEVERABILITY 42 Section 14.5 NOTICES 42 Section 14.6 TITLES AND CAPTIONS 43 Section 14.7 COUNTERPARTS 43 Section 14.8 PRONOUNS 43 Section 14.9 SURVIVAL OF RIGHTS 43 EXHIBIT A — List of Partners and Initial Contributed Assets EXHIBIT B — Federal Income Tax Matters EXHIBIT C — Notice of Exercise of Redemption Right EXHIBIT D — Designation of Interests Issued to Sea Turtle Inn Limited Partners SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 36 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 36 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 37 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 37 Section 7.4 REDEMPTION RIGHT 25 37 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 40 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 40 Section 7.7 NOTICE OF SALE OR REFINANCING 29 41 Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 41 Section 7.9 CONVERSION OF LTIP UNITS 41 Section 7.10 VOTING RIGHTS OF LTIP UNITS 45 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 45 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 45 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 47 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 47 Section 8.4 DISPOSITION PROCEEDS 30 47 Section 8.5 WITHDRAWALS 30 47 Section 8.6 AMOUNTS WITHHELD 47 ARTICLE IX TRANSFERS OF INTERESTS 30 48 Section 9.1 GENERAL PARTNER 30 48 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 50 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 50 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 51 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 51 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 52 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 54 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 54 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 55 Section 9.10 TRANSFEREES 37 55 Section 9.11 ABSOLUTE RESTRICTION 37 55 Section 9.12 INVESTMENT REPRESENTATION 37 55 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 56 Section 10.1 TERMINATION 37 56 Section 10.2 PAYMENT OF DEBTS 38 56 Section 10.3 DEBTS TO PARTNERS 38 56 Section 10.4 REMAINING DISTRIBUTION 38 56 Section 10.5 RESERVE 38 57 Section 10.6 FINAL ACCOUNTING 38 57 ARTICLE XI AMENDMENTS 39 ii PAGE 57 Section 11.1 AUTHORITY TO AMEND 39 57 Section 11.2 NOTICE OF AMENDMENTS 39 58 ARTICLE XII POWER OF ATTORNEY 40 58 Section 12.1 POWER 40 58 Section 12.2 SURVIVAL OF POWER 40 59 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 59 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 59 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 60 Section 13.3 OPINION 41 60 Section 13.4 SUBMISSIONS TO PARTNERS 42 60 ARTICLE XIV MISCELLANEOUS 42 61 Section 14.1 GOVERNING LAW 42 61 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 61 Section 14.3 ENTIRE AGREEMENT 42 61 Section 14.4 SEVERABILITY 42 61 Section 14.5 NOTICES 42 61 Section 14.6 TITLES AND CAPTIONS 43 61 Section 14.7 COUNTERPARTS 43 61 Section 14.8 PRONOUNS 43 62 Section 14.9 SURVIVAL OF RIGHTS 43 62 EXHIBIT A — – List of Partners and Initial Contributed Assets EXHIBIT B — – Federal Income Tax Matters EXHIBIT C — – Notice of Exercise of Redemption Right EXHIBIT D — – Designation of Interests Issued to Sea Turtle Inn Limited Partners SECOND EXHIBIT E – [Reserved] EXHIBIT F – Designation of Terms and Conditions of Series A Preferred Partnership Units EXHIBIT G – [Reserved] EXHIBIT H – [Reserved] EXHIBIT I – Designation of Interests Issued to FGSB Limited Partners EXHIBIT J – Designation of Interests Issued to Crystal City Limited Partners EXHIBIT K – [Reserved] EXHIBIT L – Designation of Terms and Conditions of Series D Preferred Partnership Units EXHIBIT M – Notice of Election by Partner to Convert LTIP Units into Common Partnership Units EXHIBIT N – Notice of Election by Partnership to Force Conversion of LTIP Units into Common Partnership Units EXHIBIT O – Designation of Terms and Conditions of Series E Preferred Partnership Units EXHIBIT P – Distribution of Interests in Ashford Hospitality Prime Limited Partnership FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 28 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 28 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 28 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 29 Section 7.4 REDEMPTION RIGHT 25 29 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 32 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 32 Section 7.7 NOTICE OF SALE OR REFINANCING 29 32 Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 32 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 33 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 33 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 34 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 34 Section 8.4 DISPOSITION PROCEEDS 30 35 Section 8.5 WITHDRAWALS 30 35 ARTICLE IX TRANSFERS OF INTERESTS 30 35 Section 9.1 GENERAL PARTNER 30 35 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 36 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 37 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 37 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 38 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 39 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 40 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 41 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 41 Section 9.10 TRANSFEREES 37 41 Section 9.11 ABSOLUTE RESTRICTION 37 41 Section 9.12 INVESTMENT REPRESENTATION 37 42 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 42 Section 10.1 TERMINATION 37 42 Section 10.2 PAYMENT OF DEBTS 38 42 Section 10.3 DEBTS TO PARTNERS 38 42 Section 10.4 REMAINING DISTRIBUTION 38 42 Section 10.5 RESERVE 38 43 Section 10.6 FINAL ACCOUNTING 38 ARTICLE XI AMENDMENTS 39 43 ii PAGE Section 11.1 AUTHORITY TO AMEND 39 Section 11.2 NOTICE OF AMENDMENTS 39 ARTICLE XII POWER OF ATTORNEY 40 Section 12.1 POWER 40 Section 12.2 SURVIVAL OF POWER 40 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 Section 13.3 OPINION 41 Section 13.4 SUBMISSIONS TO PARTNERS 42 ARTICLE XIV MISCELLANEOUS 42 Section 14.1 GOVERNING LAW 42 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 Section 14.3 ENTIRE AGREEMENT 42 Section 14.4 SEVERABILITY 42 Section 14.5 NOTICES 42 Section 14.6 TITLES AND CAPTIONS 43 Section 14.7 COUNTERPARTS 43 Section 14.8 PRONOUNS 43 Section 14.9 SURVIVAL OF RIGHTS 43 EXHIBIT A — List of Partners and Initial Contributed Assets EXHIBIT B — Federal Income Tax Matters EXHIBIT C — Notice of Exercise of Redemption Right EXHIBIT D — Designation of Interests Issued to Sea Turtle Inn Limited Partners SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIPPAGE

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 35 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 35 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 36 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 36 Section 7.4 REDEMPTION RIGHT 25 37 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 39 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 40 Section 7.7 NOTICE OF SALE OR REFINANCING 29 40 Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 40 Section 7.9 CONVERSION OF LTIP UNITS 41 Section 7.10 VOTING RIGHTS OF LTIP UNITS 44 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 45 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 45 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 46 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 46 Section 8.4 DISPOSITION PROCEEDS 30 46 Section 8.5 WITHDRAWALS 30 46 Section 8.6 AMOUNTS WITHHELD 47 ARTICLE IX TRANSFERS OF INTERESTS 30 48 Section 9.1 GENERAL PARTNER 30 48 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 49 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 50 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 50 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 51 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 52 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 53 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 53 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 54 Section 9.10 TRANSFEREES 37 54 Section 9.11 ABSOLUTE RESTRICTION 37 54 Section 9.12 INVESTMENT REPRESENTATION 37 54 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 55 Section 10.1 TERMINATION 37 55 Section 10.2 PAYMENT OF DEBTS 38 55 Section 10.3 DEBTS TO PARTNERS 38 55 Section 10.4 REMAINING DISTRIBUTION 38 55 Section 10.5 RESERVE 38 56 Section 10.6 FINAL ACCOUNTING 38 56 ARTICLE XI AMENDMENTS 39 ii PAGE 57 Section 11.1 AUTHORITY TO AMEND 39 57 Section 11.2 NOTICE OF AMENDMENTS 39 57 ARTICLE XII POWER OF ATTORNEY 40 58 Section 12.1 POWER 40 58 Section 12.2 SURVIVAL OF POWER 40 58 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 59 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 59 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 59 Section 13.3 OPINION 41 59 Section 13.4 SUBMISSIONS TO PARTNERS 42 60 ARTICLE XIV MISCELLANEOUS 42 60 Section 14.1 GOVERNING LAW 42 60 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 60 Section 14.3 ENTIRE AGREEMENT 42 60 Section 14.4 SEVERABILITY 42 60 Section 14.5 NOTICES 42 60 Section 14.6 TITLES AND CAPTIONS 43 61 Section 14.7 COUNTERPARTS 43 61 Section 14.8 PRONOUNS 43 61 Section 14.9 SURVIVAL OF RIGHTS 43 61 EXHIBIT A — – List of Partners and Initial Contributed Assets EXHIBIT B — – Federal Income Tax Matters EXHIBIT C — – Notice of Exercise of Redemption Right EXHIBIT D — – Designation of Interests Issued to Sea Turtle Inn Limited Partners SECOND EXHIBIT E – [Reserved] EXHIBIT F – Designation of Terms and Conditions of Series A PreferredPartnership Units EXHIBIT G – [Reserved] EXHIBIT H – [Reserved] EXHIBIT I – Designation of Interests Issued to FGSB Limited Partners EXHIBIT J – Designation of Interests Issued to Crystal City Limited Partners EXHIBIT K – [Reserved] EXHIBIT L – Designation of Terms and Conditions of Series D Preferred Partnership Units EXHIBIT M – Notice of Election by Partner to Convert LTIP Units into Common Partnership Units EXHIBIT N – Notice of Election by Partnership to Force Conversion of LTIP Units into Common Partnership Units EXHIBIT O – Designation of Terms and Conditions of Series E Preferred Partnership Units FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 33 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 33 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 34 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 34 Section 7.4 REDEMPTION RIGHT 25 34 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 BASIS ANALYSIS 37 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 Section 7.7 NOTICE OF SALE OR REFINANCING 29 Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 37 Section 7.7 CONVERSION OF LTIP UNITS 38 Section 7.8 VOTING RIGHTS OF LTIP UNITS 41 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 42 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 42 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 43 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 43 Section 8.4 DISPOSITION PROCEEDS 30 43 Section 8.5 WITHDRAWALS 30 43 Section 8.6 AMOUNTS WITHHELD 43 ARTICLE IX TRANSFERS OF INTERESTS 30 44 Section 9.1 GENERAL PARTNER 30 44 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 46 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 46 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 47 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 47 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 49 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 50 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 51 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 51 Section 9.10 TRANSFEREES 37 51 Section 9.11 ABSOLUTE RESTRICTION 37 51 Section 9.12 INVESTMENT REPRESENTATION 37 52 Section 9.13 CERTIFICATES 52 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 52 Section 10.1 TERMINATION 37 52 Section 10.2 PAYMENT OF DEBTS 38 53 Section 10.3 DEBTS TO PARTNERS 38 53 Section 10.4 REMAINING DISTRIBUTION 38 53 Section 10.5 RESERVE 38 54 Section 10.6 FINAL ACCOUNTING 38 54 ARTICLE XI AMENDMENTS 39 ii PAGE 54 Section 11.1 AUTHORITY TO AMEND 39 54 Section 11.2 NOTICE OF AMENDMENTS 39 55 ARTICLE XII POWER OF ATTORNEY 40 55 Section 12.1 POWER 40 55 Section 12.2 SURVIVAL OF POWER 40 56 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 56 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 56 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 57 Section 13.3 OPINION 41 57 Section 13.4 SUBMISSIONS TO PARTNERS 42 57 ARTICLE XIV MISCELLANEOUS 42 58 Section 14.1 GOVERNING LAW 42 58 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 58 Section 14.3 ENTIRE AGREEMENT 42 58 Section 14.4 SEVERABILITY 42 58 Section 14.5 NOTICES 42 58 Section 14.6 TITLES AND CAPTIONS 43 58 Section 14.7 COUNTERPARTS 43 58 Section 14.8 PRONOUNS 43 59 Section 14.9 SURVIVAL OF RIGHTS 43 59 EXHIBIT A — – List of Partners and Initial Contributed Assets EXHIBIT B — – Federal Income Tax Matters EXHIBIT C — – Notice of Exercise of Redemption Right EXHIBIT D — Designation – Notice of Interests Issued Election by Partner to Sea Turtle Inn Limited Partners SECOND Convert LTIP Units into Common Partnership Units EXHIBIT E – Notice of Election by Partnership to Force Conversion of LTIP Units into Common Partnership Units EXHIBIT F – Form of Partnership Interest and Partnership Unit Certificate AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 37 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 37 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 38 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 38 Section 7.4 REDEMPTION RIGHT 25 38 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 41 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 41 Section 7.7 NOTICE OF SALE OR REFINANCING 29 42 Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 42 Section 7.9 CONVERSION OF LTIP UNITS 42 Section 7.10 VOTING RIGHTS OF LTIP UNITS 46 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 47 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 47 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 48 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 48 Section 8.4 DISPOSITION PROCEEDS 30 WITHDRAWALS 48 Section 8.5 WITHDRAWALS 30 AMOUNTS WITHHELD 48 Section 8.6 DISTRIBUTION OF UNITS OF ASHFORD HOSPITALITY ADVISORS LLC 50 ARTICLE IX TRANSFERS OF INTERESTS 30 50 Section 9.1 GENERAL PARTNER 30 50 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 51 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 52 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 52 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 53 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 54 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 55 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 56 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 56 Section 9.10 TRANSFEREES 37 57 Section 9.11 ABSOLUTE RESTRICTION 37 57 Section 9.12 INVESTMENT REPRESENTATION 37 57 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 57 Section 10.1 TERMINATION 37 57 Section 10.2 PAYMENT OF DEBTS 38 58 Section 10.3 DEBTS TO PARTNERS 38 58 Section 10.4 REMAINING DISTRIBUTION 38 58 Section 10.5 RESERVE 38 59 Section 10.6 FINAL ACCOUNTING 38 ARTICLE XI AMENDMENTS 39 ii PAGE Section 11.1 AUTHORITY TO AMEND 39 Section 11.2 NOTICE OF AMENDMENTS 39 ARTICLE XII POWER OF ATTORNEY 40 Section 12.1 POWER 40 Section 12.2 SURVIVAL OF POWER 40 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 Section 13.3 OPINION 41 Section 13.4 SUBMISSIONS TO PARTNERS 42 ARTICLE XIV MISCELLANEOUS 42 Section 14.1 GOVERNING LAW 42 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 Section 14.3 ENTIRE AGREEMENT 42 Section 14.4 SEVERABILITY 42 Section 14.5 NOTICES 42 Section 14.6 TITLES AND CAPTIONS 43 Section 14.7 COUNTERPARTS 43 Section 14.8 PRONOUNS 43 Section 14.9 SURVIVAL OF RIGHTS 43 EXHIBIT A — List of Partners and Initial Contributed Assets EXHIBIT B — Federal Income Tax Matters EXHIBIT C — Notice of Exercise of Redemption Right EXHIBIT D — Designation of Interests Issued to Sea Turtle Inn Limited Partners SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY LIMITED PARTNERSHIP59

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO. LIMITED PARTNERS 24 33 Section 7.1 RIGHTS OF LIMITED PARTNERS 24 33 Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS 25 33 Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE 25 34 Section 7.4 REDEMPTION RIGHT 25 34 Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS 28 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS 28 Section 7.7 NOTICE OF SALE OR REFINANCING 29 37 Section 7.8 7.6 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES 29 37 Section 7.7 CONVERSION OF LTIP UNITS 37 Section 7.8 VOTING RIGHTS OF LTIP UNITS 41 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS 30 41 Section 8.1 DISTRIBUTIONS OF CASH FLOW 30 41 Section 8.2 REIT DISTRIBUTION REQUIREMENTS 30 43 Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND 30 43 Section 8.4 DISPOSITION PROCEEDS 30 43 Section 8.5 WITHDRAWALS 30 43 Section 8.6 AMOUNTS WITHHELD 43 ARTICLE IX TRANSFERS OF INTERESTS 30 44 Section 9.1 GENERAL PARTNER 30 44 Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER 32 45 Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER 32 46 Section 9.4 REMOVAL OF A GENERAL PARTNER 33 47 Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS 33 47 Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER 34 48 Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS 36 50 Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER 36 50 Section 9.9 JOINT OWNERSHIP OF INTERESTS 36 51 Section 9.10 TRANSFEREES 37 51 Section 9.11 ABSOLUTE RESTRICTION 37 51 Section 9.12 INVESTMENT REPRESENTATION 37 51 Section 9.13 CERTIFICATES 52 ARTICLE X TERMINATION OF THE PARTNERSHIP 37 52 Section 10.1 TERMINATION 37 52 Section 10.2 PAYMENT OF DEBTS 38 52 Section 10.3 DEBTS TO PARTNERS 38 53 Section 10.4 REMAINING DISTRIBUTION 38 53 Section 10.5 RESERVE 38 54 Section 10.6 FINAL ACCOUNTING 38 54 ARTICLE XI AMENDMENTS 39 ii PAGE 54 Section 11.1 AUTHORITY TO AMEND 39 54 Section 11.2 NOTICE OF AMENDMENTS 39 55 ARTICLE XII POWER OF ATTORNEY 40 55 Section 12.1 POWER 40 55 Section 12.2 SURVIVAL OF POWER 40 56 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 41 56 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 41 56 Section 13.2 MEETINGS OF LIMITED PARTNERS 41 57 Section 13.3 OPINION 41 57 Section 13.4 SUBMISSIONS TO PARTNERS 42 57 ARTICLE XIV MISCELLANEOUS 42 57 Section 14.1 GOVERNING LAW 42 57 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 42 57 Section 14.3 ENTIRE AGREEMENT 42 57 Section 14.4 SEVERABILITY 42 58 Section 14.5 NOTICES 42 58 Section 14.6 TITLES AND CAPTIONS 43 58 Section 14.7 COUNTERPARTS 43 58 Section 14.8 PRONOUNS 43 58 Section 14.9 SURVIVAL OF RIGHTS 43 58 EXHIBIT A — – List of Partners and Initial Contributed Assets EXHIBIT B — – Federal Income Tax Matters EXHIBIT C — – Notice of Exercise of Redemption Right EXHIBIT D — Designation – Notice of Interests Issued Election by Partner to Sea Turtle Inn Limited Partners SECOND Convert LTIP Units into Common Partnership Units EXHIBIT E – Notice of Election by Partnership to Force Conversion of LTIP Units into Common Partnership Units EXHIBIT F – Form of Partnership Interest and Partnership Unit Certificate AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP