exv10w24w8



 







Exhibit 10.24.8









COMMITMENT LETTER

October 5, 2005



This commitment letter (the “Commitment Letter”) is intended to set forth the results of
discussions between Merrill Lynch Mortgage Lending, Inc. (“MLML”), and Ashford Hospitality Trust,
Inc., and Ashford Hospitality Limited Partnership (collectively, “Sponsor”), relating to the
financing of the Properties (as defined herein), as more particularly set forth below. We are
pleased to inform you that MLML (including all required credit committees) has approved a loan to
Borrower (as defined below) up to a maximum principal amount of $210,800,000.00, subject to the
terms and conditions that follow. The following sets forth the terms and conditions upon which
Lender will make the Loan:




	 	 	 
	Loan Amount:

	 	Up to $210,800,000. At Lender’s discretion, all or a portion of the Loan Amount will be added to three of the
loans advanced in connection with the $370 million acquisition financing of the CNL portfolio funded by Merrill
Lynch to affiliates of Sponsor on June 17, 2005 (the “Prior Financing”), it being understood that only the Prior
Financing loans secured by pools 1, 2, and 3 (the “Remaining CNL Pools”) will be so increased. Lender, in its
discretion, may divide the Loan Amount and the outstanding balance of the loans secured by the Remaining CNL
Pools among four or more Loans.
	 
	 	 
	Lender:

	 	MLML, or an affiliate (“Merrill Lynch”), its successors, transferees and assigns.
	 
	 	 
	Borrower:

	 	Each Borrower shall be a single purpose, bankruptcy remote entity organized under United States law acceptable
to Merrill Lynch and meeting rating agency criteria (collectively, “Borrower”), controlled directly or
indirectly by Sponsor.
	 
	 	 
	Properties:

	 	10 hotel properties (excluding the office building located on the site of the Embassy Suites Palm Beach) located
in various cities and states as set forth on Exhibit A (the “New Properties”) and the properties in the
Remaining CNL Pools (collectively, the “Properties”). It is currently anticipated that loans resulting from
the advance of the Loan Amount and the reconfiguration of the Remaining CNL Pools will be configured as set
forth on Exhibit B (the “Loans”).
	 
	 	 
	Loan Term:

	 	The term of Loans in the amount of approximately $192,485,000 (expected to be Loans 1 and 6 as set forth on
Exhibit B) shall be coterminous with the Prior Financing (i.e., the maturity date shall be July 1, 2015), and
approximately $294,625,000 of Loans (which are expected to be Loans 2, 3, and 7 as set forth on Exhibit B and
are hereinafter referred to as the “Extended Loans”) shall have a term expiring on February 1, 2016. In other
words, all of the Loan Amount is expected to have a maturity date of February 1, 2016, and approximately
$83,825,000 of the Prior Financing will be extended from July 1,
2015 to February 1, 2016. All hedge breakage
costs and other costs and expenses incurred by Merrill Lynch in connection with extending the term on the
Extended Loans shall be borne by Borrower, provided that Borrower may compensate Merrill Lynch for such breakage
costs by accepting an increase in the Interest Rate on the Extended Loans.
	 
	 	 
	Interest Rate:

	 	Interest on the Loan Amount shall be calculated by adding 72 basis points (the “Spread”) to the sum of the bid
side yield of the on-the-run 10-year Treasury bond plus the mid-market Swap Spread interpolated to the maturity
of the Loan at the time Borrower locks the coupon with Merrill Lynch in accordance with the Rate Lock section
below.
	 
	 	 
	 

	 	Interest will be calculated on an actual/360 basis. The Interest Rate shall be subject to change, based on
variations in, among other things, treasury rates, swap rates,






 








 











	 	 	 
	 

	 	swap spreads, and spreads in the generic CMBS fixed rate markets, until the
earlier to occur of (i) the date on which the Borrower locks the coupon with
Merrill Lynch in accordance with the “Rate Lock” section below and (ii) the
funding of the applicable portion of the Loan Amount.
	 
	 	 
	 

	 	With respect to any loans currently secured by the
Remaining CNL Pools that Lender elects to increase in
accordance herewith, the amended and restated Loans
will have an interest rate equal to the weighted
average of the existing interest rates on the
principal balances of such loans prior to being
increased (as adjusted pursuant to the Early Rate
Lock Agreement to account for the extension of the
maturity date thereon, if applicable) and the
Interest Rate locked in accordance herewith on the
applicable portion of the Loan Amount. In addition,
the Interest Rate on the Extended Loans shall be
increased in order to compensate Merrill Lynch for
all breakage costs incurred Merrill Lynch in
connection with the extension of the term on the
Extended Loans, as set forth above (unless Borrower
elects to reimburse Merrill Lynch for such costs in
cash at closing) as well as for the higher yield on
longer term debt instruments. ML reserves the right
to re-allocate coupon among the Loans.
	 
	 	 
	Rate Lock:

	 	Lender will lock the Interest Rate on the Loan Amount
(or a lesser amount at Borrower’s option) upon
receipt by Lender of a good faith deposit equal to 2%
of the Loan Amount and the execution by Sponsor of
Lender’s standard rate lock agreement, as modified to
reflect the reconfiguration of the Loans and
extension of the Extended Loans. Upon receipt of such
good faith deposit and rate lock agreement, Lender
will hedge the Loan. Sponsor shall be responsible for
all hedge carrying costs. The good faith deposit,
less the cost of the hedge, shall be refunded to the
Borrower at closing.
	 
	 	 
	Amortization:

	 	Interest only period co-termininous with Prior
Financing interest only period (i.e., 5 years from
the closing of the Prior Financing), 25 year
amortization schedule thereafter.
	 
	 	 
	Anticipated

Closing Date:

	 	Borrower and Lender shall use commercially reasonable
efforts to fund the full Loan Amount on or about
October 12, 2005, provided that Lender agrees that it
will fund the Loan Amount in up to three stages as
Sponsor obtains the release of the New Properties
from the liens of certain existing mortgages.
Notwithstanding the foregoing, Sponsor agrees that at
least Loans 1 and 6 (as described on Exhibit B) must
close no later than October 12, 2005, in order to
accommodate Lender’s securitization schedule.
	 
	 	 
	Fees and
Expenses:

	 	Borrower will be required to pay
no origination fee.
	 
	 	 
	 

	 	Merrill Lynch will be entitled to: (i) the Initial Deposit (as defined
below), (ii) a Loan Underwriting Fee of $25,000, and (iii) reimbursement
of its out-of-pocket expenses (including without limitation reasonable
fees and expenses of third party due diligence consultants and legal
counsel), incurred in connection with this transaction whether or not it
actually closes (the “Lender Expenses”).
	 
	 	 
	 

	 	Borrower will be directly responsible for payment of any additional fees
incurred by Borrower in connection with the origination of the Loan
(e.g., Borrower’s counsel, transfer and mortgage recording taxes,
brokers’ fees, title, survey, etc.).






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	 	“Initial Deposit” shall be equal to $450,000. The Initial Deposit shall
not impose any obligation on the Lender, except that the Initial Deposit,
less any Lender Expenses, shall be returned to the Borrower upon closing
or if the closing of the Loans fails to occur for reasons beyond
Borrower’s control. Lender acknowledges receipt of the Initial Deposit.
	 
	 	 
	Initial

Underwritable

Cash Flow/Minimum

DSCR:

	 	At closing, the New Properties shall provide an
Initial Underwritable Cash Flow (the “Initial UCF”),
as determined by Lender and using applicable rating
agency criteria, of at least $21.58 million
(assuming a Loan Amount of $210,800,000) and the New
Properties shall provide a minimum DSCR of 1.40x.
Based on information provided to date, Merrill Lynch
confirms that Initial UCF is equal to $21.58
million.
	 
	 	 
	 

	 	“DSCR” shall be defined as the ratio of (i) Net Cash
Flow (defined below) divided by (ii) annual debt
service due on a Loan assuming a 25-year
amortization period.
	 
	 	 
	 

	 	“Net Cash Flow” shall be defined as the trailing 12-month net operating
income from the applicable Properties, adjusted as determined by Lender
for stabilized occupancy and average daily rates and for projected fixed
costs (“NOI”), less (i) management fees equal to the greater of 3% of
gross revenues per annum and the actual in place management fees payable
under the applicable management agreements, (ii) FF&E reserves equal to
greater of 4% of gross revenues per annum and the amount required to be
reserved under the applicable management agreements, and (iii) actual in
place franchise fees payable under the applicable franchise agreements.
The calculation of NOI and Net Cash Flow shall be determined by Lender in
its reasonable discretion.
	 
	 	 
	Security:

	 	Each Loan will be secured by a pool of the Properties selected by Lender and reasonably
acceptable to Sponsor. Prior to Securitization Lender may require a reallocation of Properties
and/or principal balances among the Loans and/or a bifurcation of the Loans into smaller Loans
secured by sub-pools of the Properties. The Loans may or may not be cross-collateralized with
each other at Lender’s option prior to Securitization and Loans securitized in the same
Securization may remain crossed at Lender’s option. The collateral pools will be selected by
Lender, based upon diversification of geography, flag and performance. Security for each Loan
will include, but not be limited to, the following:







	 	1.	 	Perfected first priority mortgage liens
on the Borrower’s fee and leasehold interests in the Properties;
	 
	 	2.	 	A pledge of 100% of the equity ownership
interest in the owner(s) of the Properties (only if required by
Lender in connection with the creation of a mezzanine loan at the
time of a Securitization);
	 
	 	3.	 	A perfected first priority security
interest in any reserve accounts, including the tax and insurance
escrow account, FF&E Account and Cash Management Account;
	 
	 	4.	 	Assignment of all leases and rents.





	 	 	 
	Nonconsolidation

Opinion:

	 	A Nonconsolidation Opinion acceptable to Lender from an
independent counsel reasonably acceptable to Lender will
be required.
	 
	 	 
	Management:

	 	Management of each New Property shall be conducted
pursuant to a management agreement with Remington Lodging
& Hospitality LP (“Manager”). Manager






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	 	shall enter into a subordination agreement acceptable to Lender and shall
deliver to Lender an estoppel certificate satisfactory to Lender. Lender
reserves the right to remove management of the Properties if the
following events occur:







	 	1.	 	Upon a continuing event of default under
the Loan documents, an event of default or failure to achieve
performance hurdles set forth in the management agreement (after
notice and cure rights to the extent provided in the management
agreements) and/or any franchise agreements;
	 
	 	2.	 	For items including, but not limited to,
fraud, gross negligence, willful misconduct or misappropriation of
funds; or
	 
	 	3.	 	If Borrower changes the property manager
or franchise affiliate without Lender’s prior approval.





	 	 	 
	 

	 	Notwithstanding the foregoing, the properties currently in the Remaining
CNL Pools shall continue to be managed by affiliates of Marriott in
accordance with the management agreements and subordination agreements
currently in place.
	 
	 	 
	Cash Management

Account:

	 	Borrower shall deposit all cash receipts into local bank
accounts acceptable to Lender (the “Local Accounts”), and
shall direct all rent, credit card and other
payments/revenues other than cash receipts directly into a
lockbox account at a bank acceptable to Lender, which may
be JP Morgan-Dallas (the “Lockbox Account”). All amounts
in the Local Accounts shall be swept twice per week to the
Lockbox Account. All amounts in the Lockbox Account shall
be swept daily to a cash management account selected by
Lender (the “Cash Management Account”). Lender will
control the Lockbox Account and the Cash Management
Account and monies in the account shall be applied by
Lender with the following priority: (i) monthly interest
payment and any required reserve account deposits due to
Lender pursuant to the Loan Documents, (ii) other amounts,
if any, due Lender under the Loan documents, and (iii)
prior to a Loan default, the balance to be paid to
Borrower. Lender will receive a first priority pledge of
the Lockbox Account and the Cash Management Account as
additional security for the Loan.
	 
	 	 
	 

	 	Notwithstanding the foregoing, cash management with respect to the
Properties currently in the Remaining CNL Pools shall continue under the
cash management procedures agreed upon at the time of the Prior
Financing.
	 
	 	 
	Prepayment:

	 	The Loans will be locked out from prepayment, except
during the 60 days prior to maturity, when the Loans
may be prepaid in full without penalty.
Notwithstanding the foregoing, as provided for in the
Prior Financing, after the second anniversary of
Securitization (as defined below) of each Loan (the
“Defeasance Lockout Period”), Borrower may defease the
Loan in whole (or in part as set forth below); prior
to the Defeasance Lockout Period Borrower may prepay
each Loan in whole subject to payment of a prepayment
premium equal to the greater of yield maintenance or
1%.
	 
	 	 
	Partial

Defeasance:

	 	After the Defeasance Lockout Period, each Loan may be
defeased in part and any one or more of the underlying
Properties may be released and replaced with U.S.
treasury securities in the amount of 125% of the
aggregate allocated loan amounts of the Property(ies)
to be released (which allocated loan amounts shall be
agreed upon by Sponsor and Merrill Lynch prior to
closing), provided that Borrower complies with
standard defeasance provisions for loans of this type,
including the requirement that after such partial
defeasance the DSCR on the applicable Loan is equal to
or greater than the DSCR at the time of closing and
immediately prior to






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	 	such partial defeasance and the requirement that after such partial
defeasance the RevPAR penetration for the Properties secured by the
applicable Loan is equal to or greater than the RevPAR penetration at the
time of closing and immediately prior to such partial defeasance
(“Standard Defeasance Provisions”).
	 
	 	 
	Property

Substitutions:

	 	Borrower shall be permitted to substitute up to 50% of the Properties (by allocated loan amount)
securing each Loan provided that, among other things, (1) no event of default exists, (2) the market
value and net operating income of each substitute Property are equal to or greater than that of the
replaced Property, (3) after the substitution the DSCR on the applicable Loan is equal to or greater
than the DSCR at the time of closing and immediately prior to such substitution, (4) Borrower obtains
Lender consent not to be unreasonably withheld or delayed prior to a Securitization and a rating agency
confirmation letter after Securitization, and (5) Borrower delivers an acceptable REMIC opinion.
	 
	 	 
	 

	 	Merrill Lynch has agreed to Borrower’s request to permit the release of the East Tower of the Radisson
Fort Worth from the collateral upon satisfaction of the certain conditions to be contained in the Loan
documents, including without limitation (i) the successful conversion of the West Tower to a Hilton
having an appraised value greater than $28.9 million (or Borrower has posted cash collateral for the
difference up to $5 million), (ii) the achievement by the Loan secured by such Hilton of a DSCR equal
to at least the greater of (a) the DSCR of such Loan immediately prior to such conversion and (b)1.40x,
and (iii) if such Loan has been Securitized, a rating agency confirmation letter. Borrower will be
permitted to undertake such conversion provided that Borrower presents satisfactory evidence that the
conversion process will not adversely affect the annual DSCR of the Loan secured by such Property or
posts a cash reserve or letter of credit satisfactory to the Lender.
	 
	 	 
	Permitted

Transfers:

	 	The Properties securing a Loan, and/or direct or indirect equity interests in the applicable Borrower,
may be transferred without payment of an assumption fee, provided that, among other things, (1) a new
non-consolidation opinion is delivered to Lender, and such non-consolidation is in substantially the
same form and has substantially the same substance as the non-consolidation opinion delivered at
closing, (2) all entities required to be single-purpose entities at closing remain single-purposes
entities under criteria established by the rating agencies, (3) Borrower provides 30 days advance
written notice to Lender of such transfer, (4) Borrower obtains Lender consent not to be unreasonably
withheld or delayed and, after a Securitization, a rating agency confirmation letter, and (5) no event
of default exists.
	 
	 	 
	Borrower

Requests:

	 	In the instance a Borrower intends to effectuate a transaction that is not permitted under the Loan
documents, Borrower shall be required to pay a maximum fee of $10,000 plus any reasonable out-of-pocket
expenses to Lender or any loan servicer in connection with obtaining the consent of Lender or such
servicer.






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	Replacement

Reserve:

	 	An initial amount will be deposited into a reserve account equal to 125% of any deferred maintenance or
environmental remediation costs as determined by new third party studies, provided that all amounts so
deposited will be returned to Borrower upon completion of the required deferred maintenance work and/or
environmental remediation. A replacement reserve equal to the greater of 4% of gross revenues per
annum and the amount required to be reserved under the applicable management agreements (the
“Replacement Reserve Account”) will be established and funded monthly from excess cash flow. The
Replacement Reserve will be available to Borrower for reimbursement of FF&E and capital expenditures
incurred. In addition to the Replacement Reserve, Ashford Hospitality Limited Partnership shall
provide a payment and completion guaranty, in form and substance acceptable to Lender, for any items
identified in property improvement plans.
	 
	 	 
	Ground Rent,
Taxes and
Insurance Escrow:

	 	Borrower will be required to reserve, on a monthly basis, an amount equal to one-twelfth of (i) all
annual ground rent, (ii) all annual tax bills and (iii) the annual insurance premium(s) for the
Properties.
	 
	 	 
	Recourse

Carveouts:

	 	Borrower will execute Lender’s standard non-recourse carveout guaranty consistent with the Prior
Financing.
	 
	 	 
	Loan Recourse:

	 	Consistent with the Prior Financing, Lender’s recourse in the event of a default will be limited to
Lender’s security interest in the Properties and to
Borrower’s interest therein; provided, however,
that Borrower shall be personally liable for all standard carveouts, including without limitation,
damages arising from (i) any fraud or willful misrepresentation, (ii) misapplication or
misappropriation of insurance proceeds, condemnation proceeds, tenant security deposits, rents and any
other funds due Lender under the Loan documents, (iii) damage to any Property resulting from gross
negligence or intentional acts, (iv) if sufficient cash flow exists, failure to pay taxes or other
Property related liens. In addition, the Loan will become fully recourse to Borrower if (a) Borrower or
any related entity interferes with Lender’s pursuit of any remedy provided under any of the Loan
documents, (b) any or all of the Properties become an asset in a voluntary bankruptcy or insolvency
proceeding, (c) all or any part of any Property (including the removal of any equipment) or ownership
interest in all or any part of any Property or Borrower is transferred in violation of the Loan
documents or (d) violation of the single-purpose bankruptcy remote status of Borrower.
	 
	 	 
	 

	 	In addition, Borrower will execute a hazardous waste indemnity.
	 
	 	 
	Insurance: 

	 	Borrower will be required to maintain “all-risk” perils insurance (including terrorism coverage),
business interruption and liability insurance including flood, windstorm and earthquake insurance if a
Property is located in a flood, hurricane or earthquake zone, as applicable, acceptable to Lender.
	 
	Third Party

Reports:

	 	In addition to other customary closing items, Lender must receive a satisfactory MAI appraisal (in
accordance with FIRREA standards) demonstrating a loan-to- value ratio of 75% for the New Properties,
and environmental and engineering reports, or acceptable updates to existing reports (all commissioned
by Lender in the name of Lender, its respective successors, transferees and assigns) for the New
Properties prior to closing of the Loans.






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	Additional

Encumbrances:

	 	Borrower will not be permitted to further encumber the Properties while the Loan is outstanding, except
as approved by Lender.
	 
	 	 
	No Additional

Indebtedness:

	 	Borrower may not incur any indebtedness other than the Loans during the term thereof and the owner of
Borrower may not pledge any direct or indirect interest in Borrower to secure any financing during the
term of the Loans. Notwithstanding the foregoing, provided that the DSCR on a Loan is greater than 1.5x
and the Loan-to-value ratio on such Loan based on new appraisals is not more than 70%, then the owner
of the applicable Borrower may incur mezzanine indebtedness such that the ratio of total indebtedness
(i.e., Loan plus mezzanine loan) does not exceed 75% and the all-in DSCR does not exceed 1.40x, subject
to receipt of a rating agency confirmation letter; provided further that in connection with the sale of
any Property or Properties where the purchaser assumes the applicable Loan in accordance with the
“Permitted Transfers” section above, the applicable Borrower or Sponsor may provide mezzanine financing
to the purchaser in an amount which, when taken together with any other financing obtained by such
purchaser, does not exceed 90% of the sale price, subject to receipt of Lender consent prior to a
Securitization and a rating agency confirmation letter after a Securitization.
	 
	 	 
	Ground Lease:

	 	With respect to all or any part of any Property owned by Borrower in leasehold, the relevant ground
lease(s) shall be acceptable to Lender and shall be in compliance with rating agency underwriting
standards and guidelines. Borrower shall be required to obtain an estoppel certificate acceptable to
Lender from the applicable ground lessor(s).
	 
	 	 
	Other Covenants:

	 	The Loan documents will include standard covenants for secured loans of this
type, as Lender may require, including, without limitation, financial reporting covenants,
covenants regarding insurance, due on sale and due on encumbrance covenants, covenants
prohibiting changes to the governing documents of Borrower, budget approval covenants,
covenants prohibiting amendments to the Property management agreement without Lender’s
consent, standard provisions and reserves for loans secured by office buildings with respect
to the office building located on the site of the Embassy Suites Palm Beach and covenants
regarding the bankruptcy remote special purpose status of Borrower. The Loan documents will be
based on the documents executed in connection with the Prior Financing, and three of the Loans
will be evidenced by amended and restated Prior Financing documents.
	 
	 	 
	Cooperation:

	 	Lender intends to sell all or a portion of the Loans by certificates, participations,
securities or pari passu notes evidencing whole or component interests therein, through one or
more public or private offerings (each a “Securitization”). Borrower and Sponsor shall
cooperate with Lender and its affiliates in connection with any such transaction, including,
without limitation:







	 	1.	 	Separating any of the Loans into two or
more separate notes and/or participation interests including, but
not limited to, pari passu notes or separate senior and junior
notes, participations or components. Such notes or components may
be assigned different interests rates, so long as the initial
weighted average of such rates equals the Interest Rate as of the
closing of the Loan.







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	 	2.	 	Entering into any amendments or
modifications to the Loan documents (including to re-allocate the
principal amounts among one or more of the Loans and/or to
re-arrange the pools serving as collateral for the Loans and/or to
split the Loans into smaller Loans secured by sub-pools of the
collateral) which may be requested by Lender or any rating agency
provided same do not modify: (i) the Interest Rate; (ii) the stated
maturity date of the Loan; (iii) the amortization of the principal
amount; (iv) any other material economic terms of the Loan; and (v)
any other provision, the effect of which would increase Borrower’s
obligations or decrease Borrower’s rights under the Loan documents.
	 
	 	3.	 	Borrower will provide such legal
opinions, cooperate in good faith with Lender in effecting
securitization of a portion of or the entire Loan and provide other
information necessary for Lender to make the offered certificates
saleable in the secondary market and to obtain ratings from two or
more rating agencies selected by Lender.





	 	 	 
	Conditions

Precedent:

	 	Funding of the Loan would be subject to, among other
things: (i) satisfactory completion of due diligence
on the Properties, Borrower and Sponsor (ii) no
material adverse change in the fair market value of
the Properties or the financial condition of
Borrower and Sponsor prior to closing, (iii)
completion and execution of acceptable Loan
documentation, consistent with the terms hereof and
materially consistent, to the extent applicable,
with the Prior Financing, and (iv) the absence of
any material disruption or material adverse change
in current financial, banking or capital market
conditions that, in the sole reasonable judgment of
Lender could materially impair the satisfactory
syndication of the Loan. Lender has received final
approval by Lender’s loan committee.
	 
	 	 
	Acceptance:

	 	By signing below, Sponsor acknowledges that Merrill
Lynch is issuing this Commitment Letter at the
request of Sponsor and Sponsor commits to use its
best efforts to cause Borrower to consummate the
Loan in accordance herewith. Notwithstanding
anything contained herein to the contrary, it is
agreed that this Commitment Letter is subject to the
terms and conditions set forth herein and that
Merrill Lynch shall have no obligation to fund the
Loan unless all of the terms and conditions
contained herein are fully satisfied as determined
by Merrill Lynch. This commitment shall
automatically expire if the closing of at least one
of the Loans in the amount of not less than
$160,490,000 (including debt supported by at least 3
New Properties) has not closed by October 12, 2005,
and the remainder of the Loans have not occurred by
December 15, 2005, unless extended in writing by
Merrill in its sole discretion. Time is of the
essence with respect to all dates set forth herein.
This Commitment Letter shall be kept confidential,
shall not be reproduced or disclosed, and shall not
be used by Sponsor or Borrower other than in
connection with the transaction described herein.






	 	 	 	 	 	 
	 	 	MERRILL LYNCH MORTGAGE LENDING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/S/ ROBERT J. SPINNA, JR.
	 

	 	 	 	 
	 	 	Name: Robert J.
Spinna, Jr.
	 

	 	Title:	 	 
	 

	 	 	 	 





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	ACCEPTED AND AGREED TO AS OF THIS

13th DAY OF OCTOBER, 2005:	 	 
	 
	 	 	 	 
	ASHFORD HOSPITALITY TRUST, INC.	 	 
	 
	 	 	 	 
	By:

	 	/S/ DAVID A. BROOKS	 	 
	 	 	 	 	 
	Name: David A. Brooks	 	 
	Title: Chief Legal Officer	 	 
	 
	 	 	 	 
	ASHFORD HOSPITALITY LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 
	By: Ashford OP General Partner LLC	 	 
	 
	 	 	 	 
	By:

	 	/S/ DAVID A. BROOKS	 	 
	 	 	 	 	 
	Name: David A. Brooks	 	 
	Title: Chief Legal Officer	 	 






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Exhibit A – The New Properties




	 	 	 	 	 
	1

	 	Historic Inns Annapolis
	 	MD
	2

	 	Crowne Plaza Beverly Hills
	 	CA
	3

	 	Radisson Ft. Worth
	 	TX
	4

	 	Embassy Suites Houston
	 	TX
	5

	 	Radisson Indianapolis Downtown
	 	IN
	6

	 	Crowne Plaza Key West
	 	FL
	7

	 	Sheraton Minneapolis
	 	MN
	8

	 	Hilton Nassau – Houston
	 	TX
	9

	 	Hilton St. Petersburg
	 	FL
	10

	 	Embassy Suites Palm Beach (excluding office building)
	 	FL






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Exhibit B – Loan Pools




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Loan	 
	Property Name	 	City	 	State	 	Amount	 
	Pool 1
	 	 	 	 	 	 	 	 
	Residence Inn Orlando Sea World
	 	Orlando	 	FL	 	$	36,470,000	 
	Crowne Plaza Key West
	 	Key West	 	FL	 	$	29,475,000	 
	Sheraton Minneapolis
	 	Minnetonka	 	MN	 	$	19,575,000	 
	Residence Inn Cottonwood
	 	Salt Lake City	 	UT	 	$	14,700,000	 
	Courtyard Overland Park
	 	Overland Park	 	KS	 	$	12,620,000	 
	Historic Inns Annapolis
	 	Annapolis	 	MD	 	$	12,850,000	 
	Courtyard Palm Desert
	 	Palm Desert	 	CA	 	$	11,350,000	 
	Residence Inn Palm Desert
	 	Palm Desert	 	CA	 	$	11,750,000	 
	SpringHill Suites University Research Park
	 	Charlotte	 	NC	 	$	6,300,000	 
	SpringHill Suites Durham Airport
	 	Durham	 	NC	 	$	5,400,000	 
	 
	 	 	 	 	 	 	 
	Subtotal
	 	 	 	 	 	$	160,490,000	 
	Pool 6
	 	 	 	 	 	 	 	 
	TownePlace Suites Mt. Laurel
	 	Gaithersburg	 	NJ	 	$	5,640,000	 
	TownePlace Suites Silicon Valley
	 	Gaithersburg	 	CA	 	$	4,075,000	 
	TownePlace Suites Portland
	 	Gaithersburg	 	ME	 	$	4,950,000	 
	TownePlace Suites Boston
	 	Gaithersburg	 	MA	 	$	2,325,000	 
	TownePlace Suites Ft. Worth
	 	Gaithersburg	 	TX	 	$	4,625,000	 
	TownePlace Suites Miami Airport
	 	Gaithersburg	 	FL	 	$	4,778,000	 
	TownePlace Suites Miami Lakes
	 	Gaithersburg	 	FL	 	$	5,602,000	 
	 
	 	 	 	 	 	 	 
	Subtotal
	 	 	 	 	 	$	31,995,000	 
	Pool 2
	 	 	 	 	 	 	 	 
	Courtyard Reagan Airport
	 	Crystal City	 	VA	 	$	34,505,000	 
	Radisson Indianapolis Downtown
	 	Indianapolis	 	IN	 	$	27,225,000	 
	Embassy Suites Palm Beach
	 	Palm Beach Gardens	 	FL	 	$	18,525,000	 
	Hilton St. Petersburg
	 	St Petersburg	 	FL	 	$	19,565,000	 
	Hilton Nassau — Houston
	 	Houston	 	TX	 	$	15,825,000	 
	 
	 	 	 	 	 	 	 
	Subtotal
	 	 	 	 	 	$	115,645,000	 
	Pool 3
	 	 	 	 	 	 	 	 
	Crowne Plaza Beverly Hills
	 	Los Angeles	 	CA	 	$	32,025,000	 
	Radisson Ft. Worth
	 	Fort Worth	 	TX	 	$	24,050,000	 
	SpringHill Suites Gaithersburg
	 	Gaithersburg	 	MD	 	$	15,680,000	 
	Courtyard Ft. Lauderdale
	 	Ft. Lauderdale	 	FL	 	$	15,000,000	 
	SpringHill Suites Centreville
	 	Centerville	 	VA	 	$	9,150,000	 
	 
	 	 	 	 	 	 	 
	Subtotal
	 	 	 	 	 	$	95,905,000	 
	Pool 7
	 	 	 	 	 	 	 	 
	Residence Inn Fairfax
	 	Falls Church	 	VA	 	$	23,850,000	 
	Residence Inn Sorrento Mesa
	 	San Diego	 	CA	 	$	21,375,000	 
	Courtyard Irvine Spectrum
	 	Foothill Ranch	 	CA	 	$	14,000,000	 
	Embassy Suites Houston
	 	Houston	 	TX	 	$	13,050,000	 
	Courtyard Alpharetta
	 	Alpharetta	 	GA	 	$	10,800,000	 
	 
	 	 	 	 	 	 	 
	Subtotal
	 	 	 	 	 	$	83,075,000	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Hotel Portfolio Total
	 	 	 	 	 	$	487,110,000	 







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