0000950134-08-004994 Sample Contracts

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March 12. 2008
Ashford Hospitality Trust Inc • March 18th, 2008 • Real estate investment trusts

Reference is hereby made to the ISDA Master Agreement between Wachovia Bank, National Association (“Wachovia”) and Ashford Hospitality Limited Partnership (“Ashford”) dated as of March 12, 2008, which includes the Schedule thereto (“Schedule”) (the ISDA Master Agreement and Schedule referred to herein as the “Agreement”). The Additional Termination Event contained in Part 1(h)of the Schedule provides that Wachovia shall have the right to terminate the Agreement pursuant to Section 5(b)(v) if Ashford’s obligations under the Agreement fail to be secured on the same terms in all relevant respects with the other Secured Obligations (the “Pari Passu Termination Event”). Notwithstanding the foregoing, Wachovia hereby agrees that it (and any other party entitled to terminate the Agreement following a Pari Passu Termination Event) shall not have the right to terminate, and shall not terminate, the Agreement pursuant to Section 5(b)(v) if the Pari Passu Termination Event occurs solely as a resu

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