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EXHIBIT 10.10.2
ASSIGNMENT AND ASSUMPTION OF CONTRACT AND CONTRACT RIGHTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT AND CONTRACT RIGHTS
(this
"Agreement"), dated January 4, 2004,
effective as of January 1, 2004 ("Effective
Date"), is made by and between ASHFORD
HOSPITALITY LIMITED PARTNERSHIP, a
Maryland limited partnership ("Assignee"),
and ASHFORD FINANCIAL CORPORATION, a
Texas corporation ("Assignor").
RECITAL
A. Assignor and Assignee have entered into an Assignment of
Contract
and Contract Rights, dated as of August 29,
2003 (the "Original Assignment"),
wherein Assignor transferred and conveyed
its rights, obligations and benefits
in certain Asset Management and Consulting
Agreements described on Exhibit A
attached hereto (collectively, the
"Assigned Contracts"), including its rights
to provide the Services and to receive the
Consulting Fees (as such terms are
defined therein), to Assignee.
B. Effective as of October 7, 2003, pursuant to a certain
Assignment
and Assumption of Contract and Contract
Rights (the "Second Amendment") between
Assignor and Assignee, Assignee reassigned
to Assignor the Assigned Contracts,
all subject to a right of reassignment
described therein.
C. Reference is hereby made to additional documents executed by one
or
both of the parties hereto in connection
with and related to the Original
Assignment (the "Related Documents"), each
dated August 29, 2003, including
without limitation the (i) Guaranty
executed by Assignee (the "Guaranty"), (ii)
Pledge and Security Agreement executed by
Assignor and Assignee, (iii) UCC
Financing Statement executed by Assignee,
and (iv) Asset Management and
Consulting Agreement executed by Assignee
and Remington Hospitality, Inc.
D. Assignee has elected to exercise its right of reassignment
described
in the Second Assignment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good
and
valuable consideration, Assignor agrees,
among other things, to assign its
rights, obligations and benefits under the
Assigned Contracts and Assignee
agrees to assume said Assigned Contracts
(and the rights, obligations and
benefits thereunder), pursuant to the terms
and provisions of this Agreement as
set forth below.
ARTICLE 1
ASSIGNMENT
1.1 DEFINED TERMS. All terms used but not defined herein shall have
the
meaning as set forth in the Assigned
Contracts.
1.2 ASSIGNMENT OF CONTRACTS. Assignor hereby conveys, assigns,
transfers, delivers and sets over unto
Assignee, and its successors and assigns,
all right, title, and interest of
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Assignor in, to and under the Assigned
Contracts, including without limitation,
any and all present and continuing rights
(i) to make claim for, collect,
receive and receipt for any of the sums of
money payable or receivable
thereunder, including the Consulting Fees
accruing after the Effective Date,
(ii) to do any and all things which
Assignor is or may become obligated to do
under the Assigned Contracts including
performance of the Services, and (iii) to
bring actions and proceedings under the
Assigned Contracts or for the
enforcement thereof and to otherwise
exercise all remedies under the Assigned
Contracts; TO HAVE AND TO HOLD the Assigned
Contracts unto Assignee, and its
successors and assigns forever, together
with all and singular the rights and
appurtenances belonging or pertaining
thereto.
1.3 ASSIGNEE ASSUMPTION OF OBLIGATIONS. Assignee hereby accepts
the
foregoing assignment of the Assigned
Contracts, subject to Assignor's Right of
Reassignment, and hereby assumes and agrees
to fulfill, perform and discharge
all the various liabilities, obligations,
duties, covenants and agreements under
or with respect
