INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2013, by and between Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
ADVISORY AGREEMENTAdvisory Agreement • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of [ ], 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation ( “Ashford Prime”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (the “Advisor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2013, is entered into by and between Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”), Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Ashford Trust OP”), which holds common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) and Ashford Hospitality Advisors LLC, a Delaware limited liability company (“Ashford Advisor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2013, is entered into by and between Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”) and the holders of common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) whose names are set forth on the signature page hereto (the “Ashford Prime OP Unit Holders”).
LICENSING AGREEMENTLicensing Agreement • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
This LICENSING AGREEMENT (this “Agreement”) dated as of [ ], 2013 (the “Effective Date”) between Ashford Hospitality Trust, Inc., a Maryland corporation (“Licensor” or “Party”), and Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”) and Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (“Ashford Prime OP”) (Ashford Prime and Ashford Prime OP, collectively, referred to as “Licensee” or “Party”) (each Party, collectively, referred to as the “Parties”).
Schedule of Omitted Mortgage Agreements (Fixed Rate Pools)Mortgage Agreement • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts
The agreements listed below are substantially identical in all material respects to the Open-End Mortgage, Security Agreement, Financing Statement and Assignment of Rents and to Assignment of Leases and Rents and Security Deposits to be entered into by Ashford Philadelphia Annex LP (f/k/a Ashford Philadelphia Annex, LLC) for the benefit of U.S. Bank National Association, as Trustee, successor-in-interest to Bank of America, N.A., as Trustee, successor-in-interest to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C32, as successor-in-interest to Wachovia Bank, National Association, filed as Exhibit 10.12, 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
ASHFORD PHILADELPHIA ANNEX, LLC as Borrower to WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS (THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND...Open-End Mortgage, Security Agreement, Financing Statement and Assignment of Rents • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York
THIS OPEN END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (the “Security Instrument”) is made as of the 11 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”).
AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (WBCMT 2007- ; LOAN NO. )Amendment to Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts
THIS AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (this “Amendment”) is executed this day of , 2013, and is entered into among U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2007- (“Lender”), having an address at c/o Corporation Trust Services, 190 South LaSalle Street, 7th Floor, Mail Station: MK-IL-SL7R, Chicago, IL 60603, Re: WBCMT 2007- ; Loan No. ; and , a Delaware limited partnership (“Borrower”) having an address at c/o Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254-4308, Attention: David A. Brooks.
AMENDED AND RESTATED LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF RENTS Dated as of February 26, 2013 made by CHH TORREY PINES HOTEL PARTNERS, LP, as Grantor, to CHICAGO TITLE INSURANCE COMPANY,...Leasehold Deed of Trust • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts
This AMENDED AND RESTATED LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF RENTS dated as of February 26, 2013, made by CHH TORREY PINES HOTEL PARTNERS, LP, a Delaware limited partnership, having an office at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (“Grantor”), CHICAGO TITLE INSURANCE COMPANY, a California corporation, with a mailing address of 700 S. Flower, Los Angeles, CA 90017, solely as Trustee (“Trustee”) for the benefit of AAREAL CAPITAL CORPORATION, a Delaware corporation, having an office at 250 Park Avenue, Suite 820, New York, New York 10177, in its capacity as agent for various lenders from time to time under the Loan Agreement (such term and other capitalized terms used herein having the respective meanings set forth in Section 1 hereof) (together with its successors and assigns, “Beneficiary”).
FIRST AMENDMENT TO OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND TO ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITSOpen-End Mortgage, Security Agreement, Financing Statement and Assignment of Rents • September 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND TO ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS (this “Amendment”) dated as of the 28th day of August, 2013, and effective as of day of , 2013, is entered into by and between ASHFORD PHILADELPHIA ANNEX LP, a Delaware limited partnership (formerly known as Ashford Philadelphia Annex, LLC, a Delaware limited liability company, “Borrower”), with a mailing address at c/o Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254-4308, and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., AS TRUSTEE, SUCCESSOR-IN-INTEREST TO WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C32 (together with its successors and assigns, “Lender”) with a mailing address c/o Wells Fargo Commercial Mortgage Serv
