EARLY RATE LOCK AGREEMENT

This Early Rate Lock Agreement is made as of October 5, 2005 by and between Ashford Hospitality Limited Partnership and Ashford Hospitality Trust, Inc. (collectively, "Borrower"), and Merrill Lynch Mortgage Lending, Inc., individually and as agent for its affiliates ("ML").

1. Borrower has executed and delivered to ML a Commitment Letter dated October 5, 2005 (the "Commitment Letter") for additional mortgage debt in the approximate principal amount of up to$210,800,000 (the "Specified Principal Amount") with regard to financing certain properties identified on Exhibit A to the Commitment Letter (the "Property"). All terms used herein but not defined herein shall have the meanings ascribed thereto in the Commitment Letter.

2. Borrower has requested that, as an accommodation to Borrower, and at Borrower's sole risk, cost and expense, ML lock in advance the interest rate for the Specified Principal Amount (the "Rate Lock"), in connection with ML's issuance of the Commitment Letter, notwithstanding that all of the conditions necessary to fund the Loan as set forth therein have not yet been fulfilled and satisfied by Borrower. In addition, ML has agreed to extend the term on approximately $83,825,000 (the "Extended Amount") of the Prior Financing (as defined in the Commitment Letter) from July 1,2015 to February 1, 2016, it being understood and agreed that ML shall incur certain breakage costs and expenses in connection therewith and that Borrower will be responsible for the payment of all such costs and expenses, as well as for the higher yield on longer term debt instruments. Borrower acknowledges that ML has not completed its due diligence review, except as otherwise set forth in the Commitment Letter.

3. Neither this Agreement nor any Confirmation (as hereinafter defined) shall constitute a commitment to lend, either express or implied. ML's commitment to make the Loan is documented in the Commitment Letter.

4. Borrower shall be permitted to enter into the Rate Lock transaction (the "Transaction") with regard to the requested Specified Principal Amount subject to the terms of this Agreement. Such Transaction shall be evidenced by a confirmation in the form attached hereto and made a part hereof as Exhibit A (the "Confirmation") setting forth, among other things, the "Fixed Rate" on the Specified Principal Amount and on each Loan, the "Specified Principal Amount", the "Initial Rate Lock Deposit", the "Breakage Multiplier", the "Base Swap Rate Index", the "Base Swap Rate", the "Margin Threshold", the "Initial CMBS Spread Index", the "CMBS Spread Index", the "Fixed Rate Period" of the Transaction, the Fixed Rate on the Extended Amount, and the Extended Amount Per Diem.

5. In order to effect the Transaction, ML may or may not enter into certain hedging arrangements and/or a series of combined or offsetting transactions in its sole and absolute discretion through the purchase or sale of United States Treasury notes, swap contracts, or any other instruments deemed necessary or appropriate, any of which may be with an affiliate of ML (collectively, "Hedging Arrangements"). Notwithstanding the terms hereof, ML will not be required to Rate Lock on any day or at any time at which, in ML's sole and absolute judgment, there is not an orderly market.

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