Ashford Hospitality Prime, Inc.. FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT (2017-01-25)
THIS FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT (this "Amended Agreement"), is dated as of January 24, 2017, by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the "Company"), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the "Operating Partnership"), ASHFORD PRIME TRS CORPORATION, a Delaware corporation, ASHFORD INC., a Maryland corporation ("Ashford Inc."), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company which is the operating company of Ashford Inc. ("Advisors LLC" and, together with Ashford Inc., the "Advisor").The parties to this Amended Agreement are sometimes referred to herein individually as a "Party" or collectively as the "Parties." Unless the context otherwise requires, the term "Company" and the term "Advisor" shall collectively include such Party and its respective Subsidiaries (including, with respect to the Company, the Operating Partnership and in the case of the Advisor, all Majority or Minority Subsidiaries). All capitalized terms used in this Amended Agreement shall have the meaning ascribed to those terms in _Section 24_ or as otherwise defined elsewhere in this Amended Agreement unless the context clearly provides otherwise.