exv10w25w4w6






Exhibit 10.25.4.6





			
	Ashford	 	 
	Loan No. 502860049
	 	Pool 1






GUARANTY




          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”).




     A. The Persons set forth on Exhibit A (collectively “Borrower”) is indebted to
Lender with respect to a loan (“Loan”) pursuant to a certain promissory note dated of even
date herewith, payable to the order of Lender in the aggregate original principal amount of ONE
HUNDRED FIFTEEN MILLION SIX HUNDRED THOUSAND and NO/100 DOLLARS ($115,600,000.00) (together with
all renewals, modifications, increases and extensions thereof, the “Note”), which is
secured by the liens and security interests created by certain deed of trusts, security agreements,
assignments of rents and fixture filings, and/or mortgages, security agreements, assignments of
rents and fixture filings and/or deeds to secure debt, security agreements, assignments of rents
and fixture filings (collectively, the “Security Instrument”), between Lender and Borrower,
dated of even date herewith and further evidenced, secured or governed by the other Loan Documents
(as defined in the Security Instrument); and



     B. Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless
Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed
Obligations (as hereinafter defined); and



     C. Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will
directly benefit from Lender’s making the Loan to Borrower.



          NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower thereunder, and to
extend such additional credit as Lender may from time to time agree to extend under the Loan
Documents, and for other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties do hereby agree as follows:




ARTICLE I.

NATURE AND SCOPE OF GUARANTY




     Section 1.1. Guaranty of Obligation. Guarantor hereby absolutely,
irrevocably and unconditionally guarantees to Lender (and its successors and assigns), jointly and
severally, the payment and performance of the Guaranteed Obligations as and when the same shall be
due and payable, whether upon demand by Lender or by lapse of time, by acceleration of maturity or
otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that
it is liable, jointly and severally, for the Guaranteed Obligations as a primary obligor, and
that each Guarantor shall fully perform, jointly and severally, each and every term and
provision hereof.



     Section 1.2. Definition of Guaranteed Obligations. As used herein, the term
“Guaranteed Obligations” shall mean, and Guarantor shall be liable for, and shall
indemnify, defend and hold Lender and each other Indemnified Party harmless from and against, any
and all



 









 







Losses (as hereinafter defined) incurred or suffered by Lender or any other Indemnified
Party arising out of or in connection with the matters listed below:



          (a) fraud or intentional misrepresentation by Borrower, Guarantor or any Affiliate of Borrower
or Guarantor or the failure to state a material fact in the written information provided to Lender
by or on behalf of Borrower or any of its Affiliates in connection with the Security Instrument,
the Note or the other Loan Documents;




          (b) the misappropriation by Borrower, Guarantor or any Affiliate of Borrower or Guarantor of
any tenant security deposits or Rent;




          (c) the misapplication or conversion of Loss Proceeds;




          (d) any act of arson, intentional physical damage or waste of or to the Property by Borrower,
Guarantor or any Affiliate of Borrower or Guarantor;




          (e) Borrower’s failure to comply with the provisions of Sections 2.02(g) 12.01, 16.01,
16.02, 18.29, 18.30 or 18.31, inclusive, of the Security Instrument;




          (f) the exercise of any right or remedy under any federal, state or local forfeiture laws
resulting in the loss or impairment of the lien of the Security Instrument, or the priority
thereof, against the Property;




          (g) any modification, termination or amendment to a Ground Lease which was not consented to by
Lender;




          (h) any claims, actions or proceedings initiated by Borrower or any Affiliate of Borrower
alleging that the relationship of Borrower and Lender is that of joint venturers, partners, tenants
in common, joint tenants or any relationship other than that of debtor and creditor; or




          (i) any Transfer in violation of the provisions of Article XI of the Security Instrument.




          In addition, in the event any proceeding, action, petition or filing under the Bankruptcy
Code, or any similar state or federal law now or hereafter in effect relating to bankruptcy,
reorganization or insolvency, or the arrangement or adjustment of debts of Borrower, Operating
Tenant or Guarantor, shall be filed by, consented to or acquiesced in by Borrower, Operating Tenant
or Guarantor or any of their Affiliates commences any proceeding, action, petition or filing under
the Bankruptcy Code or any similar state or federal law now or hereafter in effect relating to
bankruptcy, reorganization or insolvency, or the arrangement or adjustment of debts with respect to
Borrower, Operating Tenant or Guarantor, or if Borrower,
Operating Tenant or Guarantor or any Affiliates of Borrower, Operating Tenant or Guarantor
shall institute any proceeding for Borrower’s, Guarantor’s or Operating Tenant’s dissolution or
liquidation, or shall make an assignment for the benefit of creditors (provided the Guarantor’s
liability under this sentence shall in no event exceed the Cap Amount (as set forth on Exhibit
B attached hereto)), then the Guaranteed Obligations shall also include the unpaid balance of
the Debt.




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          For purposes of this Guaranty, the term “Losses” includes any and all claims, suits,
liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees,
expenses, judgments, awards, amounts paid in settlement, punitive damages, foreseeable and
unforeseeable consequential damages, of whatever kind or nature (including but not limited to
reasonable attorneys’ fees and other costs of defense).




     Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute,
continuing guaranty of payment and performance, is joint and several and is not a guaranty of
collection. This Guaranty shall continue to be effective with respect to any Guaranteed Obligations
arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural
Person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate
and Guarantor’s legal representatives and heirs). The obligations of Guarantor under this Guaranty
shall survive any foreclosure proceeding, any foreclosure sale and delivery of any deed in lieu of
foreclosure, and any release of record of the Security Instrument. The fact that at any time or
from time to time the Guaranteed Obligations may be increased or reduced shall not release or
discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This
Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be
discharged by the assignment or negotiation of all or part of the Note.



     Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed
Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be
reduced, discharged or released because or by reason of any existing or future offset, claim or
defense of Borrower, or any other Person, against Lender or against payment of the Guaranteed
Obligations, whether such offset, claim or defense arises in connection with the Guaranteed
Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.



     Section 1.5. Payment by Guarantor. If all or any part of the Guaranteed
Obligations shall not be punctually paid when due, whether at maturity or earlier by acceleration
or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest,
notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of
acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United
States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as
set forth herein. Such demand(s) may be made at any time coincident with or after the time for
payment of all or part of the Guaranteed Obligations, and may be made from time to time with
respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made,
given and received in accordance with the notice provisions hereof.



     Section 1.6. No Duty to Pursue Others. It shall not be necessary for Lender
(and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to
enforce this Guaranty against Guarantor, first to (i) institute suit or exhaust its remedies
against Borrower or others liable on the Loan or the Guaranteed Obligations or any other Person,
(ii) enforce Lender’s rights against any collateral which shall ever have been given to secure the
Loan, (iii) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations,
(iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to
enforce this Guaranty, (v) exhaust any remedies available to Lender against any collateral which
shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining



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payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any
other action to reduce, collect or enforce the Guaranteed Obligations.



     Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan
Documents, and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii)
acceptance of this Guaranty, (iii) any amendment or extension of the Note or of any other Loan
Documents, (iv) the execution and delivery by Borrower and Lender of any other loan or credit
agreement or of Borrower’s execution and delivery of any promissory notes or other documents
arising under the Loan Documents or in connection with the Property, (v) the occurrence of any
breach by Borrower or Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed
Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or
foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment
or default by Borrower, or (ix) any other action at any time taken or omitted by Lender, and,
generally, all demands and notices of every kind in connection with this Guaranty, the Loan
Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed
Obligations and the obligations hereby guaranteed.



     Section 1.8. Payment of Expenses. In the event that Guarantor should breach
or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand
by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees)
incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The
covenant contained in this section shall survive the payment and performance of the Guaranteed
Obligations.



     Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any
insolvency, . bankruptcy, reorganization, receivership or other debtor relief law, or any judgment,
order or decision thereunder, Lender must rescind or restore any payment, or any part thereof,
received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior
release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without
effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower
and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s
performance of such obligations and then only to the extent of such performance.



     Section 1.10. Deferral of Rights of Subrogation, Reimbursement and
Contribution.



          (a) Notwithstanding any payment or payments made by any Guarantor hereunder, unless and until
payment in full of the Debt (and including interest accruing on the
Note after the commencement of a proceeding by or against Borrower under the Bankruptcy Code
which interest the parties agree shall remain a claim that is prior and superior to any claim of
Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy
Code) (i) no Guarantor will assert or exercise any right of Lender or of such Guarantor against
Borrower to recover the amount of any payment made by such Guarantor to Lender by way of
subrogation, reimbursement, contribution, indemnity, or otherwise arising by contract or operation
of law, and such Guarantor shall not have any right of recourse to or any claim against assets or
property of Borrower; and (ii) each Guarantor agrees not to seek contribution or indemnity or other
recourse from any other Guarantor.




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          (b) Until payment in full of the Debt (and including interest accruing on the Note after the
commencement of a proceeding by or against Borrower under the Bankruptcy Code which interest the
parties agree shall remain a claim that is prior and superior to any claim of Guarantor
notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code),
Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of Borrower
to Guarantor and hereby assigns such indebtedness to Lender, including the right to file proof of
claim and to vote thereon in connection with any such proceeding under the Bankruptcy Code,
including the right to vote on any plan of reorganization. If any amount of the type more
particularly described in the first sentence of this Section 1.10(b) shall nevertheless be paid to
a Guarantor by Borrower or another Guarantor prior to payment in full of all sums owed to Lender
under the Loan Documents (the “Obligations”), such amount shall be held in trust for the
benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the
Guaranteed Obligations, whether matured or unmatured.




          (c) The provisions of this Section 1.10 shall survive the termination of this Guaranty, and
any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable
law.




     Section 1.11. “Borrower". The term “Borrower” as used herein shall
include any new or successor corporation, association, partnership (general or limited), joint
venture, limited liability company, trust or other individual or organization formed as a result of
any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in
Borrower.



ARTICLE II.

EVENTS AND CIRCUMSTANCES NOT REDUCING OR DISCHARGING

GUARANTOR’S OBLIGATIONS



Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s
obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely
affected by any of the following, and waives any common law, equitable, statutory or other rights
(including without limitation rights to notice) which Guarantor might otherwise have as a result of
or in connection with any of the following:




     Section 2.1. Modifications. Any renewal, extension, increase, modification,
alteration or rearrangement of all or any part of the Guaranteed Obligations, Note, Loan Documents,
or other document, instrument, contract or understanding between Borrower and
Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of
Lender to notify Guarantor of any such action.



     Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or
compromise that might be granted or given by Lender to Borrower or any Guarantor.



     Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy,
arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of
Borrower, Guarantor or any other Person at any time liable for the payment of all or part of the
Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer
of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners
or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.



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     Section 2.4. Invalidity of Guaranteed Obligations. The invalidity,
illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or
agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever,
including without limitation the fact that (i) the Guaranteed Obligations, or any part thereof,
exceed the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part
thereof, is ultra vires, (iii) the officers or representatives executing the Note or the other Loan
Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv)
the Guaranteed Obligations violate applicable usury laws, (v) Borrower has valid defenses, claims
or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations
wholly or partially uncollectible from Borrower, (vi) the creation, performance or repayment of the
Guaranteed Obligations (or the execution, delivery and performance of any document or instrument
representing part of the Guaranteed Obligations or executed in connection with the Guaranteed
Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal,
uncollectible or unenforceable, or (vii) the Note or any of the other Loan Documents has been
forged or otherwise is irregular or not genuine or authentic, it being agreed that Guarantor shall
remain liable hereon regardless of whether Borrower or any other Person be found not liable on the
Guaranteed Obligations or any part thereof for any reason.



     Section 2.5. Release of Obligors. Any full or partial release of the
liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors,
or any other Person or entity now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the
Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by
Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without
assistance or support of any other Person, and Guarantor has not been induced to enter into this
Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties
will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other
parties to pay or perform the Guaranteed Obligations.



     Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or
guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.



     Section 2.7. Release of Collateral. Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without limitation negligent,
willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at
any time existing in connection with, or assuring or securing payment of, all or any part of the
Guaranteed Obligations.



     Section 2.8. Care and Diligence. The failure of Lender or any other Person
to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or
other handling or treatment of all or any part of such collateral, property or security, including
but not limited to any neglect, delay, omission, failure or refusal of Lender (i) to take or
prosecute any action for the collection of any of the Guaranteed Obligations, (ii) to foreclose, or
initiate any action to foreclose, or, once commenced, prosecute to completion any action to
foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with
any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.



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     Section 2.9. Unenforeceability. The fact that any collateral, security,
security interest or lien contemplated or intended to be given, created or granted as security for
the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected
or created, or shall prove to be unenforceable or subordinate to any other security interest or
lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty
in reliance on, or in contemplation of the benefits of, the validity, enforceability,
collectibility or value of any of the collateral for the Guaranteed Obligations.



     Section 2.10. Merger. The reorganization, merger or consolidation of
Borrower into or with any other corporation or entity.



     Section 2.11. Preference. Any payment by Borrower to Lender is held to
constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such
payment or pay such amount to Borrower or someone else.



     Section 2.12. Other Actions Taken or Omitted. Any other action taken or
omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security
and collateral therefor, whether or not such action or omission prejudices Guarantor or increases
the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the
terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be
obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance,
event, action, or omission whatsoever, whether or not contemplated, and whether or not otherwise or
particularly described herein, which obligation shall be deemed satisfied only upon the full and
final payment and satisfaction of the Guaranteed Obligations.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




          To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor
represents and warrants to Lender as follows:




     Section 3.1. Benefit. Guarantor is an Affiliate of Borrower, is the owner of
a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect
benefit from the making of this Guaranty with respect to the Guaranteed Obligations.



     Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has
independently reviewed books and records regarding, the financial condition of Borrower and is
familiar with the value of any and all collateral intended to be created as security for the
payment of the Note or Guaranteed Obligations; provided, however, Guarantor is not relying on such
financial condition or the collateral as an inducement to enter into this Guaranty.



     Section 3.3. No Representation by Lender. Neither Lender nor any other
Person has made any representation, warranty or statement to Guarantor in order to induce Guarantor
to execute this Guaranty.



     Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and
after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is,
and will be, Solvent.



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     Section 3.5. Legality. The execution, delivery and performance by Guarantor
of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will
not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is
subject or constitute a default (or an event which with notice or lapse of time or both would
constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust,
charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which
may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is
enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws
of general application relating to the enforcement of creditors’ rights.



     Section 3.6. Survival. All representations and warranties made by Guarantor
herein shall survive the execution hereof.



     Section 3.7. Review of Documents. Guarantor has examined the Note and all of
the Loan Documents.



     Section 3.8. Litigation. Except as otherwise disclosed to Lender, there are
no proceedings pending or, so far as Guarantor knows, threatened before any court or administrative
agency which, if decided adversely to Guarantor, would materially adversely affect the financial
condition of Guarantor or the authority of Guarantor to enter into, or the validity or
enforceability of this Guaranty.



     Section 3.9. Tax Returns. Guarantor has filed all required federal, state
and local tax returns and has paid all taxes as shown on such returns as they have become due. No
claims have been assessed and are unpaid with respect to such taxes.



ARTICLE IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS




     Section 4.1. Subordination of All Guarantor Claims. As used herein, the term
“Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether
such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations
of Borrower thereon are direct, contingent, primary, secondary, several, joint and several, or
otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract,
open account, or otherwise, and irrespective of the Person or Persons in whose favor such
debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner
in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall
include, without limitation, all rights and claims of Guarantor against Borrower (arising as a
result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the
Guaranteed Obligations to the extent the provisions of Section 1.10 hereof are unenforceable. Upon
the occurrence of an Event of Default or the occurrence of an event which would, with the giving of
notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive
or collect, directly or indirectly, from Borrower or any other Person any amount upon the Guarantor
Claims.



     Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor
as debtor, Lender shall have the right to prove its claim in any such proceeding so as



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to establish
its rights hereunder and receive directly from the receiver, trustee or other court custodian
dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby
assigns such dividends and payments to Lender. Should Lender receive, for application upon the
Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and
which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then
upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to
the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have
contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be
with respect to that portion of the Guaranteed Obligations which would have been unpaid if Lender
had not received dividends or payments upon the Guarantor Claims.



     Section 4.3. Payments Held in Trust. In the event that, notwithstanding
anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or
distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an
amount equal to the amount of all funds, payments, claims or distributions so received, and agrees
that it shall have absolutely no dominion over the amount of such funds, payments, claims or
distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly
to pay the same to Lender.



     Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of
the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests,
judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the
Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender
presently exist or are hereafter created or attach. Without the prior written consent of Lender,
Guarantor shall not (i) exercise or enforce any creditor’s right it may have against Borrower, or
(ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings
(judicial or otherwise, including without limitation the commencement of, or joinder in, any
liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any
liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other
encumbrances on assets of Borrower held by Guarantor.



ARTICLE V.

MISCELLANEOUS




     Section 5.1. No Waiver; Remedies Cumulative. No failure or delay on the part
of Lender in exercising any right, remedy, power or privilege hereunder or under the other Loan
Documents and no course of dealing between Guarantor and Lender shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or
under the other Loan Documents preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege hereunder or thereunder. The rights and remedies
provided herein and in the other Loan Documents are cumulative and not exclusive of any rights or
remedies provided by law. The giving of notice to or demand on Guarantor which notice or demand is
not required hereunder or under the other Loan Documents shall not entitle Guarantor to any other
or further notice or demand in similar or other circumstances or



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constitute a waiver of the rights,
remedies, powers or privileges of Lender in any circumstances not requiring notice or demand.



     Section 5.2. Notices. All notices, requests and other communications to any
party hereunder or under the Note shall be given in the manner set forth in Article XI of the
Security Instrument, and to each addressee at the address set forth below:



	 	 	 	 	 
	 

	 	Guarantor:
	 	c/o Ashford Hospitality Trust, Inc.
	 

	 	 	 	14185 Dallas Parkway, Suite 1100
	 

	 	 	 	Dallas, Texas 75254-4308
	 

	 	 	 	Attn: David Brooks
	 

	 	 	 	Facsimile: (972) 778-9270
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Akin Gump Strauss Hauer & Feld LLP
	 

	 	 	 	590 Madison Avenue
	 

	 	 	 	New York, New York 10022-2524
	 

	 	 	 	Attn: Peter Miller, Esq.
	 

	 	 	 	Facsimile: (212) 872-1002
	 

	 	 	 	E-mail: pamiller@akingump.com
	 
	 	 	 	 
	 

	 	Lender:
	 	Wachovia Bank, National Association
	 

	 	 	 	Commercial Real Estate Services
	 

	 	 	 	8739 Research Drive URP 4
	 

	 	 	 	NC 1075
	 

	 	 	 	Charlotte, North Carolina 28262
	 

	 	 	 	Facsimile No,: (704) 715-0056
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Proskauer Rose LLP
	 

	 	 	 	1585 Broadway
	 

	 	 	 	New York, New York 10036
	 

	 	 	 	Attn: David J. Weinberger, Esq.
	 

	 	 	 	Facsimile No.: (212)969-2900





or such other address as Guarantor or Lender shall hereafter specify by not less than ten (10) days
prior written notice as provided herein; provided, however, that notwithstanding any provision of
this Section to the contrary, such notice of change of address shall be deemed given only upon
actual receipt thereof. Rejection or other refusal to accept or the inability to deliver because of
changed addresses of which no notice was given as herein required shall be deemed to be receipt of
the notice, demand, statement, request or consent.




     Section 5.3. Governing Law; Jurisdiction. This Guaranty shall be governed by
and construed in accordance with the laws of the State of New York and the applicable laws of the
United States of America. Guarantor hereby irrevocably submits to the jurisdiction of any court of
competent jurisdiction located in the State of New York in connection with any proceeding out of or
relating to this Guaranty.



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     Section 5.4. Invalid Provisions. If any provision of this Guaranty is held
to be invalid, illegal or unenforceable in any respect, this Guaranty shall be construed without
such provision.



     Section 5.5. Amendments. The terms of this Guaranty, together with the terms
of the other Loan Documents, constitute the entire understanding and agreement of the parties
hereto and supersede all prior agreements, understandings and negotiations between Guarantor and
Lender with respect to the Guaranteed Obligations. This Guaranty, and any provisions hereof, may
not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act
on the part of Guarantor or Lender, but only by an agreement in writing signed by the party against
whom enforcement of any modification, amendment, waiver, extension, change, discharge or
termination is sought.



     Section 5.6. Parties Bound; Assignment. This Guaranty shall be binding upon
and inure to the benefit of the parties hereto and their respective successors, assigns and legal
representatives; provided, however, that Guarantor may not, without the prior written consent of
Lender, assign any of its rights, powers, duties or obligations hereunder.



     Section 5.7. Headings: Construction of Documents, Definitions. The headings
and captions of various sections of this Guaranty are for convenience of reference only and are not
to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.
Guarantor acknowledges that it was represented by competent counsel in connection with the
negotiation and drafting of this Guaranty and the other Loan Documents and that neither this
Guaranty nor the other Loan Documents shall be subject to the principle of construing the meaning
against the Person who drafted same. All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Security Instrument.



     Section 5.8. Recitals. The recital and introductory paragraphs hereof are a
part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the
facts and documents referred to therein.



     Section 5.9. Counterparts. To facilitate execution, this Guaranty may be
executed in as many counterparts as may be convenient or required. It shall not be necessary that
the signature or acknowledgment of, or on behalf of, each party, or that the signature of all
Persons required to bind any party, or the acknowledgment of such party, appear on each counterpart.
All counterparts shall collectively constitute a single instrument. It shall not be necessary in
making proof of this Guaranty to produce or account for more than a single counterpart containing
the respective signatures of, or on behalf of, and the respective acknowledgments of, each of the
parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such
counterpart without impairing the legal effect of the signatures or acknowledgments thereon and
thereafter attached to another counterpart identical thereto except having attached to it
additional signature or acknowledgment pages.



     Section 5.10. Cumulative Rights. The rights of Lender under this Guaranty
shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the
others. No act of Lender shall be construed as an election to proceed under any one provision
herein to the exclusion of any other provision. Lender shall not be limited exclusively to the
rights and



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remedies herein stated but shall be entitled, subject to the terms of this Guaranty, to
every right and remedy now or hereafter afforded by law.



     Section 5.11. Waiver of Counterclaim and Right To Trial By Jury. GUARANTOR
HEREBY WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY
ACTION OR PROCEEDING BROUGHT AGAINST IT BY LENDER OR ITS AGENTS, AND WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER OR IN ANY COUNTERCLAIM
GUARANTOR MAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH MAY BE ASSERTED BY LENDER OR ITS AGENTS
AGAINST GUARANTOR, OR IN ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
GUARANTY, THE DEBT OR THE GUARANTEED OBLIGATIONS.



* * * * *




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     IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the day and year first
above written.



	 	 	 	 	 	 	 	 	 
	 	 	GUARANTOR:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY LIMITED 
PARTNERSHIP, a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	Ashford OP General Partner LLC, a Delaware	 	 
	 	 	 	limited liability company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 		By: 	/s/ David A. Brooks	 	 
	 

	 	 	 	 

Name: David A. Brooks
	 	 
	 

	 	 	 	Title: Vice President	 	 






	 	 	 	 	 
	 	ASHFORD HOSPITALITY TRUST, INC., a 
Maryland corporation

 	 
	 	By:  	/s/
David A. Brooks 	 
	 	 	Name:  	David A. Brooks 	 
	 	 	Title:  	Vice President 	 
	 




 









 





Exhibit A




Borrower




	 	 	 
	Property	 	Owner
	Courtyard Dallas Plano in Legacy Park

	 	Ashford Plano-C LP
	6840 N. Dallas Parkway
	 	 
	Plano, TX 75024-3499
	 	 
	 
	 	 
	Courtyard Scottsdale Old Town

	 	Ashford Scottsdale LP
	3311 N. Scottsdale Road
	 	 
	Scottsdale, AZ 85251-6427
	 	 
	 
	 	 
	Courtyard Oakland Airport

	 	Ashford Oakland LP
	350 Hegenberger Road
	 	 
	Oakland, CA 94621-1445
	 	 
	 
	 	 
	Courtyard Basking Ridge

	 	Ashford Basking Ridge LP
	595 Martinsville Road
	 	 
	Basking Ridge, N7 07920-2800
	 	 
	 
	 	 
	Courtyard Newark — Silicon Valley

	 	Ashford Newark LP
	34905 Newark Bled.
	 	 
	Newark, CA 94560-1215
	 	 






 









 





Exhibit B




Cap Amount: $19,475,000.00