ASHFORD ATLANTIC BEACH LP, as Borrower to WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILINGMortgage, Security Agreement, Assignment of Rents and Fixture Filing • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (the “Security Instrument”) is made as of the 11th day of April, 2007, by the party set forth as Borrower on the signature page hereof, having their chief executive office at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254-4308 (hereinafter referred to as “Borrower”), to WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (hereinafter referred to as “Lender”).
GUARANTYGuaranty • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS GUARANTY (“Guaranty”) is executed as of April 11, 2007, by ASHFORD HOSPITALITY LIMITED PARTNERSHIP and ASHFORD HOSPITALITY TRUST INC. (hereinafter collectively referred to as “Guarantor”), for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January 1, 2009 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the “Operating Partnership”), and DAVID BROOKS, an individual residing in Dallas, Texas (the “Executive”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • Maryland
WHEREAS, pursuant to that certain Series B Cumulative Convertible Redeemable Preferred Stock Purchase Agreement, dated as of December 27, 2004 (the “Purchase Agreement”), by and among the Company, Ashford Hospitality Limited Partnership, a Delaware limited partnership, and the Investor, the Investor has agreed to acquire up to 7,447,865 shares of Series B-1 Cumulative Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company (the “Series B-1 Preferred Stock”), all of which may be converted into the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the terms of the Series B-1 Preferred Stock, and up to 2,285,865 shares of Series B-2 Cumulative Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company (the “Series B-2 Preferred Stock”, and together with the Series B-1 Preferred Stock, the “Preferred Stock”); and
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January 23, 2009 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”). ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and DAVID BROOKS, an individual residing in Dallas, Texas (the “Executive”):
Schedule of Omitted Mortgage Agreements (Fixed Rate Pools)Mortgage Security Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts
The agreements listed below are substantially identical in all material respects to the Mortgage Security Agreement, Assignment of Rents and Fixture Filing from Ashford Edison LP, as Borrower to Wachovia Bank, National Association, as Lender, filed as Exhibit 10.25.4.4, except as to the name of the borrower, the name and legal description of the property and certain state-specific requirements or conventions related to the name of the document, the mechanics of perfection of a security interest in real property in the applicable state and state-specific remedies available to lender. These agreements are not being filed as exhibits in reliance on Instruction 2 to Item 601 of Regulation S-K.
Schedule of Omitted Mortgage Agreements (Floating Rate Pools)Mortgage Security Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts
The agreements listed below are substantially identical in all material respects to the Mortgage Security Agreement, Assignment of Rents and Fixture Filing from Ashford Atlantic Beach LP, as Borrower to Wachovia Bank, National Association, as Lender, dated April 11, 2007, with respect to Sea Turtle Inn, Atlantic Beach, Florida, filed as Exhibit 10.25.4.3 (the “Form Agreement”), except as to the parties thereto, the name and legal description of the property, and the title of the document (to conform to applicable state law and convention). There are no other material differences between any of the listed documents and the Form Agreement. These agreements are not being filed as exhibits in reliance on Instruction 2 to Item 601 of Regulation S-K.
LIMITED LIABILITY COMPANY AGREEMENT OF PIM ASHFORD VENTURE I, LLC (a Delaware Limited Liability Company) as of February 6, 2008Limited Liability Company Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
This LIMITED LIABILITY COMPANY AGREEMENT of PIM ASHFORD VENTURE I, LLC, a Delaware limited liability company (the “Company”), is made and entered into to be effective for all purposes as of February 6, 2008, by and between PRISA III Investments, LLC, a Delaware limited liability company (“Investor”) and Ashford Hospitality Finance, LP, a Delaware limited partnership (“Ashford”) whose signatures appear below as Members of the Company and each Person admitted as a Member of the Company after the date hereof pursuant to the provisions of this Agreement. All capitalized terms used in this Agreement which are not otherwise defined have the meanings set forth in Article I.
LOAN SERVICING AGREEMENT Dated as of February 6, 2008 by and between PIM ASHFORD VENTURE I, LLC AND ASHFORD HOSPITALITY SERVICING LLCLoan Servicing Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
THIS LOAN SERVICING AGREEMENT (this “Agreement”), dated as of February 6, 2008, is made and entered into by and between PIM Ashford Venture I, LLC, a Delaware limited liability company (the “Company”), for itself and on behalf of its Subsidiaries (hereinafter defined), and Ashford Hospitality Servicing LLC, a Delaware limited liability company (the “Ashford”). It is anticipated by the parties hereto that Subsidiaries will be added as parties and signatories to this Agreement as Investments are acquired by the Company.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January 23, 2009 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and MONTY BENNETT, an individual residing in Dallas, Texas (the “Executive”‘):
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January 23, 2009 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”). ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and DOUGLAS KESSLER, an individual residing in Dallas, Texas (the “Executive”):
Schedule of Omitted Guaranties (Fixed Rate Pools)Guaranty Agreement • November 6th, 2009 • Ashford Hospitality Trust Inc • Real estate investment trusts
The agreements listed below are substantially identical in all material respects to the Guaranty for Fixed Rate Pool 1, executed as of April 11, 2007, by the Registrant for the benefit of Wachovia Bank, National Association (the “Form Guaranty”), except as to the identity of the borrowers of the underlying debt, the principal amount of the underlying debt and the maximum amount payable by the guarantor. The following table specifically identifies each of these differences. There are no other material differences between any of the agreements listed below and the Form Guaranty. These agreements are not being filed as exhibits in reliance on Instruction 2 to Item 601 of Regulation S-K.
