exhibit
10.1


 


Forbearance
Agreement


 


This Forbearance Agreement
(“Agreement”) is made on June 10, 2020, to be effective as of April 7, 2020 (the “Effective Date”),
by and among each of the parties identified as “Borrower” on the signature pages hereto (collectively, “Borrower”),
each of the parties identified as an “Operating Lessee” on the signature pages hereto (collectively, “Operating
Lessee”), Hospitality Investors Trust Operating Partnership, L.P. (“HIT OP”), Hospitality Investors
Trust, Inc. (“HIT INC.”) (HIT OP and HIT INC. being referred to in this Agreement collectively as “Guarantor”)
(Borrower, Operating Lessee and Guarantor being referred to in this Agreement collectively as the “Borrower Parties”),
and Wells Fargo Bank, National Association, as Trustee for the Benefit of Certificateholders of HPLY Trust 2019-HIT Commercial
Mortgage Pass-Through Certificates, Series 2019-HIT and the RR Interest Holders (“Lender”). Borrower, Guarantor
and Lender are sometimes hereinafter collectively referred to in this Agreement as the “Parties” and each as
a “Party.”


 


The following recitals are a material part
of this Agreement.


 


		A.	Lender is the owner and holder of that certain loan (“Loan”) evidenced in part
by that certain Loan Agreement, dated as of May 1, 2019, executed by and between Morgan Stanley Bank, N.A., Citi Real Estate Funding,
Inc., Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, and JPMorgan Chase Bank, National Association (collectively,
 “Original Lender”) and Borrower (as anytime amended, restated, replaced, supplemented, or otherwise modified,
the “Loan Agreement”).



 


		B.	The Loan is further evidenced by one or more promissory notes, each dated as of May 1, 2019, executed
by Borrower in favor of Original Lender, in the aggregate original principal amount of $870,000,000.00 (as anytime amended, restated,
replaced, supplemented, or otherwise modified, the “Note”).



 


		C.	The obligations owed under the Loan are secured by certain mortgages, deeds of trust, deeds to
secure debt, leasehold mortgages and leasehold deeds of trust, each dated as of May 1, 2019, as assigned to Lender (individually
and collectively, and as anytime amended, restated, replaced, supplemented, or otherwise modified, the “Security Instrument”),
pursuant to which Lender is the holder of a first-priority lien on certain real property described therein and improvements thereon
(the “Premises”) and on all personal property, both tangible and intangible (including all of Borrower’s
rights to receive payments of any type, including payments of insurance proceeds of any type whatsoever and subsidy payments and
assistance payments, from governmental authorities or other entities, of any type), together with all other general intangibles
and property rights of Borrower (collectively, the “Collateral”) (the Premises and Collateral being referred
to herein collectively as the “Property”).



 







		D.	In connection with the Loan, Guarantor signed and delivered to Original Lender that certain Guaranty
of Recourse Obligations, dated as of May 1, 2019 (as anytime amended, restated, replaced, supplemented, or otherwise modified,
the “Guaranty”).



 


Forbearance Agreement


 






    	 	 	 



     


    

 





		E.	The Loan Agreement, Note, Security Instrument, Guaranty, this Agreement, and all other existing
or future documents evidencing, securing, or executed in connection with the Loan, and all documents that modify, amend, extend,
restate, replace, or otherwise affect the Loan or any of the foregoing documents, are herein sometimes collectively referred to
as the “Loan Documents.” All capitalized terms used in this Agreement that are not otherwise defined herein
shall have the meanings ascribed to them in the Loan Documents, as in effect on the Effective Date.



 


		F.	Lender is the owner and holder of the Loan, the Note, and all of the Loan Documents.



 


		G.	Under the Loan Agreement, Borrower is obligated to deposit with Lender on each Monthly Payment
Date certain amounts into the Scheduled PIP Reserve Account as and when set forth in Section 6.5 thereof and on Schedule XXIII
of the Loan Agreement. Under Section 6.5.2 of the Loan Agreement, Borrower is entitled to have Lender direct Lender’s Servicer
to disburse Scheduled PIP Reserve Funds for payment of Approved Scheduled PIP Expenses, upon Borrower’s satisfaction of certain
conditions set forth in Section 6.5.2 and otherwise in the Loan Agreement (the “PIP Release Conditions”), one
of which is that there is no Event of Default, including the Existing Default (defined below), continuing under the Loan (the “No
EOD PIP Release Condition”).



 


		H.	In addition, under the Loan Agreement, Borrower is obligated to deposit with Lender on each Monthly
Payment Date certain amounts into the FF&E Reserve Account as and when set forth in Section 6.8 of the Loan Agreement. Under
Section 6.8.2 of the Loan Agreement, Borrower is entitled to have Lender direct Lender’s Servicer to disburse FF&E Reserve
Funds for payment of Approved FF&E Expenses or for Approved Scheduled PIP Expenses, upon Borrower’s satisfaction of certain
conditions set forth in Section 6.8.2 and otherwise in the Loan Agreement (the “FF&E Release Conditions”),
one of which is that there is no Event Default, including the Existing Default (defined below), continuing under the Loan (the
“No EOD FF&E Release Condition”).



 


		I.	Pursuant to Section 2.5.2 of the Loan Agreement, Borrower may obtain from Lender the release of
Lender’s lien on a given Individual Property subject to Borrower’s satisfaction of the Release Conditions set forth
in the Loan Agreement, one of which is that there is no Event of Default, including the Existing Default (defined below), continuing
under the Loan (the “No EOD Release Condition”). As of the Effective Date, Borrower has stated its intention
to request from Lender releases of Lender’s liens on various Individual Properties after the Effective Date of this Agreement
(the “Individual Property Releases”), notwithstanding Borrower’s inability to satisfy the No EOD Release
Condition.



 


		J.	Borrower has informed Lender, Manager, and Brand Manager that Borrower will be unable to make monthly
deposits into the FF&E Reserve Account and Scheduled PIP Reserve Account during the Forbearance Period (as defined below) as
and when required under the Loan Documents, and, accordingly, an Event of Default currently exists or shall imminently occur (the
 “Existing Default”) under the Loan, and Lender does or shall have the right to commence enforcement of any and
all remedies available to it under the Loan Documents, applicable law
or in equity, without any defense, offset or excuse on the part of Borrower Parties.



 


Forbearance Agreement


 






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		K.	The principal balance of the Loan, together with interest and all other amounts now or hereafter
owed under the Loan Documents, is sometimes referred to herein collectively as the “Indebtedness.”



 


		L.	Borrower Parties have requested that, notwithstanding the Existing Default, Lender forbear in the
pursuit of certain remedies Lender may have by virtue of the Existing Default, forbear from enforcement of the No EOD PIP Release
Condition as it applies to disbursements for Approved Scheduled PIP Expenses, forbear from enforcement of the No EOD FF&E Release
Condition as it applies to certain expenditures necessary during the Forbearance Period with respect to furniture, fixtures and
equipment (the “FF&E Expenses”), and forbear from enforcement of the No EOD Release Condition as it applies
to the Individual Property Releases, and Lender is willing to do so, but only pursuant to the terms and provisions set forth in
this Agreement.



 


NOW, THEREFORE, in
consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows.


 


1.                 
Recitals; Acknowledgments. The Recitals set forth above are true and accurate, are a material part of this Agreement,
and are hereby incorporated by reference, and the Parties are entitled to rely thereon.


 


2.                 
Forbearance Period; Disbursements for Mezzanine Loans. (a) Subject to the terms of this Agreement, Lender agrees
to forbear from pursuing a foreclosure sale of the Property under the terms of the Security Instrument, from enforcing Lender’s
other rights and remedies under the terms and provisions of the Loan Documents, and from enforcing Lender’s right to prohibit
actions Borrower may, but for the Existing Default, otherwise take under the terms and provisions of the Loan Documents (“Lender’s
Enforcement Rights”) as a result of the Existing Default (1) for a period of time beginning on and including the Effective
Date and ending on the earlier to occur of either (A) January 6, 2021 or (B) the date a Forbearance Termination Event (as
defined below) occurs (the “Forbearance Expiration Date,” and the time period between the Effective Date and
the Forbearance Expiration Date being herein referred to in this Agreement as the “Forbearance Period”) and
(2) during the Extended Forbearance Period (as defined below), so long as no Forbearance Termination Event has occurred.


 


(b) With respect
to the Mezzanine A Loan and the Mezzanine B Loan (collectively, the “Mezzanine Loans,” and the holders of
such Mezzanine Loans, the “Mezzanine Lenders”) Lender: (1) consents to and shall permit disbursements to
Mezzanine Lenders for the payment of regular monthly debt service on the Mezzanine Loans notwithstanding the existence and
continuance of the Existing Default, so long as Borrower complies with the terms and provisions of this Agreement and so long
as no other event occurs which, under the Loan Documents, would result in such disbursements not being made; and (2) shall
have no obligation to forbear under this Agreement unless and until (i) a corresponding forbearance agreement is executed
with respect to each Mezzanine Loan (in each instance, the “Mezzanine Forbearance Agreement”) and (ii)
each such Mezzanine Forbearance Agreement shall have been, prior to such execution, approved in writing by Lender.


 


Forbearance Agreement


 






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3.                 
Reimbursement Payment to Lender for Lender Fees and Costs Incurred in Connection With Forbearance; Costs and Expenses.
Upon its execution of this Agreement, Borrower shall owe Lender an amount equal to $73,000.00 (the “Reimbursement Payment”)
in order to reimburse Lender for all or part of the fees and costs incurred by Lender in connection with administering the Loan
and with the negotiation and drafting of this Agreement, including legal fees and costs, and fees and costs incurred by Lender
to third-party providers, advisors or consultants. The Reimbursement Fee Payment shall be paid to Lender together with the execution
and delivery of this Agreement by Borrower Parties to Lender, shall not be applied to the Indebtedness, and shall be a prerequisite
to the effectiveness of this Agreement. In addition to the Reimbursement Payment, Borrower acknowledges and agrees that additional
fees and costs, which may include (i) special servicing fees incurred by Lender, at the rate of $3713.78 per day commencing April
3, 2020 through and including June 11, 2020 (“Special Servicing Fees”), and (ii) interest on advances, if any,
made by any servicer of Lender (“IOA”), are due and payable to Lender hereunder, or may become due and payable
in accordance with the terms and provisions of the Loan Documents, and that such fees and costs, including the Special Servicing
Fees and IOA (if any), shall be payable to Lender upon demand delivered to Borrower.


 


4.                 
Use of Certain Reserve Funds; Covenants.


 


(a)               
Borrower may after the Effective Date of this Agreement request from Lender disbursement of funds in the Scheduled PIP Reserve
Account, notwithstanding Borrower’s inability to satisfy the No EOD PIP Release Condition, for payment of Approved Scheduled
PIP Expenses. In the event all other PIP Release Conditions are satisfied by Borrower (or are subject to a separate forbearance
agreement executed by Lender in Lender’s discretion), Lender shall make such disbursement and agrees, subject to the terms
and conditions of this Agreement, to forbear from the enforcement of any rights and remedies Lender may have by virtue of Borrower’s
failure to satisfy the No EOD PIP Release Condition with respect to such disbursed funds.


 


(b)               
Borrower may after the Effective Date of this Agreement request from Lender disbursement of funds in the FF&E Reserve
Account, notwithstanding Borrower’s inability to satisfy the No EOD FF&E Release Condition, for payment of FF&E Expenses.
In the event all other FF&E Release Conditions are satisfied by Borrower (or are subject to a separate forbearance agreement
executed by Lender in Lender’s discretion), Lender shall make such disbursement and agrees, subject to the terms and conditions
of this Agreement, to forbear from enforcement of any rights and remedies Lender may have by virtue of Borrower’s failure
to satisfy the No EOD FF&E Release Condition with respect to such disbursed funds.


 


Forbearance Agreement


 






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(c)                Borrower
covenants and agrees that Borrower will, during the Forbearance Period: (i) maintain all insurance coverage (and pay all
premiums in connection therewith) for the Property in accordance with, and as required by, the terms and provisions of the
Loan Documents; (ii) pay all taxes affecting the Property, including real estate taxes, on or before the date the same become
delinquent; (iii) pay all operating expenses necessary to protect and maintain the Property; and (iv) deposit with or on
behalf of Lender all Available Cash into the Scheduled PIP Reserve Account. Any Available Cash or other amounts deposited
into the Scheduled PIP Reserve Account during the Forbearance Period shall offset, on a dollar-for-dollar basis, the
obligations of Borrower to deposit funds in to the Scheduled PIP Reserve Account after the Forbearance Period, with credit to
be given against the last deposit obligations first. Any funds disbursed by Lender to or for the benefit of Borrower, during
the Forbearance Period, from the Scheduled PIP Reserve Account shall be disbursed in accordance with and subject to the terms
and provisions of the Loan Documents, subject only to Lender’s forbearance agreements as set forth in this Agreement.
Borrower acknowledges and agrees that its obligations set forth in this Section 4(c) shall apply and remain in full
force and effect during the Forbearance Period and Extended Forbearance Period irrespective of whether the amounts in any of
the reserves are sufficient for the purpose of paying the foregoing amounts.


 


(d)              
At any time, and from time to time, during the Forbearance, Lender may apply Reserve Funds, or other funds held by Lender
on account of the Loan, to enable Borrower to pay any portion of the Forbearance Amounts, in such order and priority as Lender
may determine in its sole discretion, and to enable Borrower to thereby cure any portion of the Existing Default.


 


(e)               
Borrower Parties shall, during the Forbearance Period, immediately provide to Lender, upon Lender’s written request,
copies of any and all material written correspondence, notices and communications, of any type whatsoever, affecting or relating
in any way to the Property that are addressed to or delivered by any one or more of the Borrower Parties, including (i) any material
written communications (if applicable) to or by Borrower Parties (or on which any Borrower Party is copied) made by, addressed
to, received from, or affecting Manager or Brand Manager or any ground lessor of the Property or any portion thereof (including
notices of default, if any), (ii) any written communications with respect to any ground lease or property management agreement
affecting the Property (including notice of default, if any), (iii) any written material communications or notices (if applicable)
to, from or with respect to Manager, Brand Manager, or any Mezzanine Lender, and (iv) any written communications or notices with
respect to any payments made (and copies of evidences of such payments) affecting the Property, including payments in connection
with any such franchise, ground lease, Manager, Brand Manager, or Mezzanine Lender.


 


5.                 
Repayment of Forbearance Amounts; Repayment of Costs and Expenses; Continued Lender Forbearance; Covenants.


 


(a)               
All monthly payment obligations of Borrower owed during the Forbearance Period, including obligations to make payments of
principal and interest and to make deposits into the Reserves, shall be owed as set forth and in accordance with the terms and
provisions of the Loan Documents during the Forbearance Period. Notwithstanding the foregoing sentence, subject to the terms and
provisions of this Agreement, Lender shall forbear from enforcement of Lender’s rights and remedies as and to the extent
set forth in Section 2 above, notwithstanding Borrower’s inability to make monthly deposits into the FF&E Reserve
Account and Scheduled PIP Reserve Account during the Forbearance Period.


 


Forbearance Agreement


 






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(b)                Commencing
on the first Monthly Payment Date occurring after the Forbearance Expiration Date, Borrower shall make all payments of
principal and interest, shall make all deposits into the Reserve Funds, and shall fully and timely perform all of its
obligations under the Loan Documents, and Lender shall have no continued obligation to forbear from enforcement of
Lender’s rights and remedies with respect to the failure of Borrower to perform any of such obligations. In addition,
commencing on the first Monthly Payment Date occurring after the Forbearance Expiration Date, and continuing on the next 13
consecutive Monthly Payment Dates thereafter, in addition to all other amounts then due under the Loan Documents, Borrower
shall deliver to Lender a monthly payment, for deposit into the Scheduled PIP Reserve Account, in the following amounts: (i)
$1,150,000.00 on each of the Monthly Payment Dates for January and February 2021; and (ii) $500,000.00 on each of the Monthly
Payment Dates for March 2021 through and including February 2022, in each case subject to offset as specified herein (the “Forbearance
Payments,” and the amounts owed pursuant thereto being referred to herein collectively as the “Forbearance
Amounts”). The Forbearance Payments may be paid by Borrower, at Borrower’s discretion, prior to the dates set
forth in this Section 5(b). The Existing Default shall cease to exist when the following conditions have been
satisfied in full: (i) Borrower shall have paid to Lender sufficient Forbearance Amounts so as to fully deposit the aggregate
amount of Scheduled PIP Reserve Funds, due through the date of such payment, as set forth in the Loan Agreement; (ii) all
Forbearance Payments have been made; (iii) there are no other required amounts to be paid by Borrower hereunder necessary to
fully fund the Scheduled PIP Reserve Account as if the Existing Default never existed; (iv) Borrower has fully performed its
obligations under this Agreement; and (v) no Forbearance Termination Event exists hereunder and no Event of Default otherwise
exists under the Loan Documents.


 


(c)               
During the Forbearance Period and during the 14-month period during which Borrower is obligated to make the Forbearance
Payments to Lender (or sooner, if paid sooner by Borrower in Borrower’s discretion), the monetary and non-monetary obligations
of Borrower under the Loan Documents shall remain in full force and effect, unmodified by this Agreement, and the Existing Default
shall continue in full force and effect. Lender, however, shall, so long as Borrower fully and timely performs its obligations
under this Agreement, including its obligation to make the Forbearance Payments, and so long as Borrower fully and timely performs
its obligations under the Loan Documents, continue to forbear, even after the initial Forbearance Period, solely with respect to
the Existing Default, from enforcement of its rights and remedies as set forth and to the same extent called for in this Agreement
until the earlier of either the expiration of said 14-month period or, in the alternative, such period after the initial Forbearance
Period that continues through the occurrence of a Forbearance Termination Event (collectively, the “Extended Forbearance
Period”).


 


6.                  Individual
Property Releases. Borrower may after the Effective Date of this Agreement request from Lender a release of
Lender’s lien pursuant to the Individual Property Releases, notwithstanding Borrower’s inability to satisfy the
No EOD Release Condition by virtue of the Existing Default. In the event of such request made by Borrower to Lender, in the
event all other Release Conditions are satisfied by Borrower (or are subject to a separate forbearance agreement executed by
Lender in Lender’s discretion), (a) Lender shall release its lien on the affected Individual Properties, (b) Lender
shall forbear from enforcement of its rights and remedies arising by virtue of Borrower’s failure to satisfy the No EOD
Release Condition and (c) the proceeds generated in connection with each of the Individual Property Releases shall be applied
as set forth in the Loan Agreement (including to pay each Mezzanine Lender as set forth in the Loan Agreement), provided,
however, no such proceeds shall be delivered to Borrower, and any proceeds that would otherwise be delivered to Borrower or
deposited into an account for Borrower’s benefit shall be deposited, in Lender’s sole discretion, into the
Scheduled PIP Reserve Account, and shall offset, on a dollar-for-dollar basis, the obligations of Borrower to deposit funds
in to the Scheduled PIP Reserve Account after the Forbearance Period, with credit to be given against the last deposit
obligations first.


 


Forbearance Agreement


 






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7.                 
Nature of Agreement: Forbearance; Not Modification. Notwithstanding any provision of this Agreement, the Parties
acknowledge and agree that the provisions of this Agreement set forth agreements on the part of Lender to forbear from the enforcement
of certain rights and remedies and that such agreements to forbear are limited to the specific events, terms and conditions addressed
and set forth herein. All payment obligations and non-payment obligations of Borrower, and all obligations of Operating Lessee
and Guarantor, as set forth in the Loan Documents, remain in full force and effect. Lender’s: (a) forbearance from enforcement
of rights and remedies with respect to any of the Release Conditions in no manner constitutes a course of dealing by Lender, and
in no manner constitutes an agreement on the part of Lender to forbear with respect to the Release Conditions as they apply to
other Individual Properties that may be subject to lien releases after the Forbearance Expiration Date; (b) forbearance from enforcement
of rights and remedies with respect to any of the FF&E Release Conditions, as they apply to any disbursements made by Lender
or Lender’s Servicer as set forth herein, in no manner constitutes a course of dealing by Lender, and in no manner constitutes
an agreement on the part of Lender to forbear with respect to the FF&E Release Conditions as they apply to other disbursements
from the FF&E Reserve Account not contemplated by this Agreement; and (c) forbearance from enforcement of rights and remedies
with respect to any of the PIP Release Conditions, as they apply to any disbursements made by Lender or Lender’s Servicer
as set forth herein, in no manner constitutes a course of dealing by Lender, and in no manner constitutes an agreement on the part
of Lender to forbear with respect to the PIP Release Conditions as they apply to other disbursements from the Scheduled PIP Reserve
Account not contemplated by this Agreement.


 


8.                 
Forbearance Termination Events. Each of the Borrower Parties agrees that the occurrence of any of the following events
shall constitute a “Forbearance Termination Event” under this Agreement, regardless of the reason or reasons
for the occurrence of any such event, whether or not such occurrence is voluntary or involuntary, and whether or not such event
occurs by operation of law or from some other cause that is not within the control of the Borrower Parties:


 


(a)               
Any failure by any of the Borrower Parties to perform when due or required any of the covenants, agreements, or obligations
to be performed under the Loan Documents, except as expressly stated otherwise in this Agreement with respect to the Existing Default,
or any failure by any of the Borrower Parties to perform when due or required any of the covenants, agreements, or obligations
to be performed this Agreement;


 


(b)               
Any of the representations or warranties made by any of the Borrower Parties in this Agreement or in any report, statement,
or information provided by any of the Borrower Parties to Lender in accordance with the terms of this Agreement shall have been
false or misleading in any material respect when made.


 


Forbearance Agreement


 






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(c)               
 Any default under, or any termination, of any Mezzanine Forbearance Agreement.


 


(d)              
Any of the Borrower Parties: (i) institutes or has instituted against it or any of its property, including the Property,
any bankruptcy, reorganization, receivership, conservatorship, custodianship, sequestration, or other similar judicial or nonjudicial
proceedings; (ii) makes, permits or agrees to make or permit an assignment or abandonment, whether or not conditional, of some
or all of its property for the benefit of some or all of its creditors; (iii) ceases doing business in the ordinary course (except
for pandemic-related closures, subject to the conditions in the next sentence); or (iv) has commenced against it or its property,
including the Property, a foreclosure or other action for the collection of any indebtedness. Notwithstanding the foregoing, a
temporary closure of any hotels on the Property shall not constitute a Forbearance Termination Event so long as (x) Borrower reasonably
maintains the security of the Property in connection with such closure, and (y) Borrower complies with all Legal Requirements in
connection with such closure.


 


(e)              
Any Forbearance Termination Event shall also constitute an additional default, Default, and Event of Default under all of
the Loan Documents, for which no notice shall be required and with respect to which no grace or cure period shall apply.


 


9.                
Conditional Forbearance From Collection of Default Interest, Late Charges, Workout Fees and Liquidation Fees. Lender
will not seek, and will forbear from, collection from Borrower of interest on the Loan at the Default Rate (hereinafter, “Default
Interest”), any Late Payment Charge (hereinafter, “Late Charges”), any workout fee that Lender may
owe to any Servicer (the “Workout Fee”), and any liquidation fee that Lender may owe to any Servicer (the “Liquidation
Fee”) if (i) Borrower fully and timely performs all of its obligations under this Agreement and (ii) no Forbearance Termination
Event occurs, provided, however, that if at any time prior to the Maturity Date, including during the Forbearance Period, Borrower
fails to fully and timely perform all of its obligations, whether under this Agreement or any of the Loan Documents (except as
otherwise expressly provided herein with respect to the Existing Default), or if a Forbearance Termination Event occurs, then Lender’s
agreement herein to forbear from the collection of Default Interest and Late Charges shall be deemed void ab initio and
of no force or effect whatsoever.


 


10.              
Cash Management. Except as otherwise expressly set forth herein, Borrower Parties agree that Lender is entitled to
exercise as of the Effective Date all rights of cash management set forth under the terms and provisions of the Loan Documents,
and Borrower agrees, upon Lender’s request, to execute additional documents, establish additional deposit accounts, and do
all other things requested by Lender to implement Lender’s cash management rights and establish cash management procedures
in accordance with the Loan Documents. Notwithstanding the foregoing, even if Lender requires Borrower to take further action during
the Forbearance Period or Extended Forbearance Period to establish cash management, Lender agrees that it will forbear from actually
sweeping funds from the Clearing Account to the Deposit Account or otherwise implementing hard cash management unless and until
a Forbearance Termination Event occurs, provided, however, all Available Cash shall be delivered by Borrower to Lender,
during the Forbearance Period, as and when set forth in Section 13(c) of this Agreement below.


 


Forbearance Agreement


 






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11.              
 Warranties, Representations, and Ratification. As of the Effective Date, each of the Borrower Parties unconditionally
ratifies, remakes and confirms all warranties and representations previously made in the respective Loan Documents to which each
is a party, except for those that were made to be in effect only as of a specified date, or that are no longer true due to changes
in circumstances as allowed under the Loan Documents or that are no longer true due to the effects of the COVID-19 pandemic. As
of the Effective Date, each of the Borrower Parties hereby (i) ratifies each of its obligations under the Loan Documents, (ii)
confirms that such obligations, and all waivers, covenants and agreements by each of the Borrower Parties in the Loan Documents
remain in full force and effect, without any defense, offset, or excuse available to any Borrower Party, (iii) reaffirms its
continuing absolute liability for its respective obligations under the Loan Documents, all without defense, offset or excuse available
to any Borrower Party, (iv) confirms and agrees that income generated by the Property will be used for no other purpose other than
operation and maintenance of the Property or making payments due on the Indebtedness, or for distributions as and when permitted
under this Agreement and the Loan Documents (including for the payment of regular monthly debt service to each Mezzanine Lender
as set forth in the Loan Agreement), and (v) to the extent required pursuant to applicable Franchise Agreements, each Franchisor
has approved all actions of the Borrower Parties taken to date with respect to their operations to address the impact of COVID-19.


 


12.               
Conditions to Forbearance; Effects of Forbearance.


 


(a)               
Lender’s agreement herein to forego immediate pursuit of Lender’s Enforcement Rights constitutes a postponement
and forbearance only, and does not in any event constitute a waiver of any such rights or remedies under the Loan Documents, at
law, or in equity.


 


(b)               
Lender’s agreement to forbear shall not operate to prevent Lender from taking any action that Lender may take under
the Loan Documents to preserve and protect the Property, any of the collateral or other property described in the Security Instrument
and the Loan Documents or the interests of Lender in the Property or any such collateral or other property.


 


(c)               
The Parties agree that the running of all statutes of limitation or doctrine of laches applicable to all claims or causes
of action that Lender may be entitled to take or bring in order to enforce its rights and remedies against any of the Borrower
Parties are, to the fullest extent permitted by law, tolled and suspended until the occurrence of a Forbearance Termination Event.


 


13.              
Loan Documents Subject to This Agreement; Borrower Parties’ Waiver of Additional Notices and Temporary Waiver of
Equity Distributions; Additional Financial Reporting Obligations. The Parties hereby agree as follows:


 


(a)               
All references in any Loan Document to any other Loan Document shall hereafter be construed to refer to such other Loan
Document it is subject to this Agreement, and the provisions of this Agreement shall control over any contrary or inconsistent
provisions of any of the other Loan Documents.


 


Forbearance Agreement


 






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(b)                All
provisions of the Loan Documents requiring Lender to give any notice to any of the Borrower Parties or to any other person as
a condition precedent to the existence of any breach, default, Default, Event of Default, acceleration or remedial action by
Lender, creating any grace period during which nonpayment or nonperformance does not constitute a default or that requires
Lender to delay remedial action, or granting any period after the giving or receipt of any notice for the cure of any breach,
default, Default, or Event of Default under the Loan Documents prior to acceleration or other remedial action by Lender are
hereby waived by, and shall not be enforced by, Borrower Parties as they relate to the Existing Default.


 


(c)                
In addition to (and not in lieu of) Borrower’s financial reporting obligations set forth in Section 4.9 of the Loan
Agreement, Borrower shall deliver to Lender, commencing on the 20th day of the first month during the Forbearance Period
and Extended Forbearance Period (or, if the 20th day of such month is not a Business Day, on the first Business Day
thereafter), and continuing on the 20th day of each calendar month thereafter (or on the first following Business Day,
if the 20th day of a given month is not a Business Day) during the Forbearance Period and Extended Forbearance Period:
(i) monthly and year-to-date operating statements, prepared for the prior month, noting Net Operating Income, Gross Revenues, and
Operating Expenses; and (ii) upon Lender’s request, other information necessary to fairly represent the financial condition
and results of the Property during such prior month, including STR and PACE reports (if applicable). In addition, Borrower shall
further deliver to Lender, during the Forbearance Period and Extended Forbearance Period, (x) not later than 60 days following
the end of each month (or, in the case of December, 90 days following the end of such month), a consolidated profit and loss statement
for the month and year then ended, together with a summary report detailing monthly occupancy, including the average daily rate
during the subject month (the “P&L Statement”) and (y) within five days after delivery to Lender of the
P&L Statement, all Available Cash into the Scheduled PIP Reserve Account.


 


(d)               
In addition to any existing limitations set forth in the Loan Documents, and without in any way diminishing such limitations,
on the making of any dividend, payment, or distribution of any kind or nature to any member, partner, or owner of any beneficial
interest in a Borrower Party, whether due to the Existing Default or otherwise, Borrower shall not make any dividend, payment,
or distribution of any kind or nature to any member, partner, or owner of any beneficial interest in Borrower prior to the payment
in full of the Forbearance Amounts, the Special Servicing Fees and the IOA, provided, however, the provisions of this Section
13(d) shall not prohibit the monthly payment of debt service owed to the Mezzanine Lenders. Notwithstanding the foregoing or
any provision of the Loan Agreement or any other Loan Document, in no event will Borrower or any Borrower Party distribute, or
use for any purpose other than the operation of the Property in accordance with the Loan Documents, the proceeds of any business
interruption insurance.


 


(e)               
The foregoing subparagraphs (a) through (d) of this Section 13 shall remain in effect in any event, whether or not
Lender’s agreements herein concerning forbearance remain in effect or any Forbearance Termination Event occurs, and shall
cease at such time as Borrower has fully performed its obligations hereunder and the Existing Default ceases to exist as set forth
in Section 5(b) above.


 


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14.              Releases
and Indemnifications. As of the Effective Date, each of the Borrower Parties and its respective past, present and future
employees, agents, attorneys, representatives, successors, assigns, and all persons or entities claiming by, through, or
under any of them (and their respective successors and assigns, collectively, the “Releasing Parties”)
hereby:


 


(a)              
acknowledges, agrees and affirms that none of them possesses any claims, defenses, offsets, rights of recoupment or counterclaims
of any kind or nature against or with respect to the enforcement or administration of the Loan or the Loan Documents (including
any aspect of the origination, administration or enforcement thereof), or any knowledge of any facts or circumstances that might
give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims;


 


(b)              
remises, releases, acquits and forever discharges Lender, and its predecessors in interest, affiliates, subsidiaries, participants
or assigns, and all of their respective past, present, and future shareholders, members, directors, managers, officers, employees,
attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Lender Released Parties”)
from any and all manner of debts, accounts, bonds, warranties, representations, covenants, promises, contracts, controversies,
agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands, and causes of action
of any nature whatsoever, whether at law or in equity, whether known or unknown, that any of the Releasing Parties now have or
may hereafter have by reason of any act, omission, matter, cause or thing, from the beginning of the world to and including the
date this Agreement is executed and delivered by all parties hereto, including matters arising out of or relating to the Loan and
the Loan Documents, including the origination, funding, servicing or administration thereof and any other agreement or transaction
between any of the Releasing Parties and any of the Lender Released Parties concerning the Loan (all of the foregoing released
claims are sometimes referred to as the “Released Claims”);


 


(c)               
agrees that it is the intention of each of the Releasing Parties that the foregoing release shall be effective with respect
to all matters, past and present, known and unknown, and suspected and unsuspected. Each of the Releasing Parties realizes and
acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities,
costs and expenses which are presently unknown, unanticipated, or unsuspected, and that each of the Releasing Parties further agrees
that the waivers and releases in this Agreement have been negotiated and agreed upon in light of that realization and that each
of the Releasing Parties nevertheless hereby intends to release, discharge and acquit the Lender Released Parties from any such
unknown losses, damages, liabilities, costs and expenses;


 


(d)               
agrees, jointly and severally, to indemnify the Lender Released Parties for, hold the Lender Released Parties harmless from
and against, and undertake the defense of the Lender Released Parties with respect to, all Released Claims that each of the Releasing
Parties may assert with respect to any of the Released Claims, despite the existence of the releases granted by the Releasing Parties
herein;


 


(e)               
acknowledges that Lender is specifically relying upon each of the Releasing Parties’ acknowledgements and agreements
in this Section 14 in executing this Agreement, and that in the absence of such agreements Lender would be unwilling to
agree to the modifications provided for in this Agreement; and


 


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(f)                
 agrees that all releases and discharges by each of the Releasing Parties in this Agreement shall have the same effect as
if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal
could be taken and therein dismissed with prejudice.


 


15.               
Lender’s Rights Upon Occurrence of a Forbearance Termination Event. Upon and at any time after the occurrence
of any Forbearance Termination Event, Lender may take any actions or assert any rights available to Lender under the Loan Documents,
or applicable law, or in equity, including but not limited to, immediately ceasing the forbearance to which Lender agreed pursuant
to Section 2 of this Agreement and commencing and pursuing any or all rights and remedies Lender may have under the Loan
Documents or applicable law, all in such order and manner as Lender may elect from time to time in its discretion, as if Section
2 had never been agreed to by Lender.


 


16.               
Additional Documents / Further Assurances. Borrower shall at any time, and from time to time, upon the written request
of Lender, promptly sign and deliver such further documents and do such further acts and things as Lender may request to effect
the purposes of this Agreement.


 


17.               
Time is of the Essence. Time is of the essence with respect to all agreements and obligations of each of the Borrower
Parties contained herein.


 


18.              
Entire Agreement; Written Modifications Only. This Agreement and the documents referred to, contemplated, or required
herein, constitute the sole and entire agreement between the Parties with respect to the subject matter hereof, and there are no
other covenants, promises, agreements or understandings regarding the same. This Agreement, including the provisions of this Section
18, may not be modified except by written amendment to this Agreement signed by the Parties affected by the same, and each
of the Parties hereby: (a) expressly agrees that it shall not be reasonable for any of them to rely on any alleged, non-written
amendment to this Agreement; (b) waives any and all right to enforce any alleged, non-written amendment to this Agreement; and
(c) expressly agrees that it shall be beyond the scope of authority (apparent or otherwise) for any of its respective agents to
agree to any non-written modification of this Agreement.


 


19.               
No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and no persons other
than the Parties and the Lender Released Parties shall be entitled to claim or receive any benefit by reason of this Agreement.


 


20.               
Conditions of Lender’s Obligations Under This Agreement. Each obligation of Lender under this Agreement is
subject to, among other matters, the continuing satisfaction of the following conditions, any of which may be waived by Lender
in its sole discretion with respect to the Loan: (a) all warranties and representations made by Borrower Parties under this Agreement
are true and correct as of the Effective Date and shall remain true and correct thereafter in all material respects; and (b) no
default shall have occurred under this Agreement.


 


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21.               Due
Diligence Performed; Parties Fully Informed; No Right to Rely.  Each of the Borrower Parties hereby warrants,
represents, and agrees that it has, by itself and with the assistance of counsel (or, if without the assistance of counsel,
each Borrower Party having of its own volition chosen not to seek such assistance), performed any and all due diligence and
investigation it deems necessary or desirable in connection with making a fully informed decision to enter into and sign this
Agreement.  Borrower Parties are relying on their own investigations and their own decision-making processes in
determining to sign this Agreement, are not relying on the representations or omissions of each other or of Lender or any of
the Lender Released Parties in so doing, and fully understand the terms and provisions of this Agreement and of the documents
contemplated hereby.


 


22.              
Severability. If any one or more of the provisions of this Agreement are deemed unenforceable, the remainder of this
Agreement shall, at the sole option of Lender, remain enforceable in accordance with its original terms to the fullest extent possible.


 


23.              
Delay Not a Waiver. Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege
under this Agreement or under any document executed in connection herewith shall operate as a waiver of such right, power or privilege
and any single or partial exercise of any such right, power or privilege shall not preclude any other or further exercise thereof.


 


24.              
Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of each Party’s heirs,
executors, personal and legal representatives, successors and permitted assigns.


 


25.              
Construction of Provisions. The following rules of construction are applicable for the purposes of this Agreement
and all documents and instruments supplemental hereto unless the context clearly requires otherwise:


 


(a)               
All references herein to numbered sections or paragraphs, or to lettered exhibits are references to the sections or paragraphs
hereof and the exhibits annexed hereto.


 


(b)              
The terms “include,” “including,” and similar terms shall be construed as if followed by the phrase
 “without being limited to” or the phrase “without limitation,” as the context may require.


 


(c)               
The term “Property” shall be construed as if followed by the phrase “or any part thereof.”


 


(d)               
All references to indebtedness, obligations, monetary sums or the like that are owed to Lender under this Agreement or the
other Loan Documents shall be construed as if followed by the phrase “or any part thereof.”


 


(e)               
Words of masculine, feminine or neutral gender shall mean and include the correlative words of the other genders, and words
importing the singular number shall mean and include the plural, and vice versa.


 


(f)               
No inference in favor of or against any Party hereto shall be drawn from the fact that such Party has drafted any portion
of this Agreement or any other Loan Document.


 


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(g)               
 All references to the Loan or the Loan Documents shall be deemed to include all existing or future modifications, amendments,
extensions, restatements, or replacements of the Loan or Loan Documents made by mutual written agreement of the Parties.


 


(h)               
The terms “person” and “Party” shall mean any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, unincorporated organization, association, corporation, institution, entity or government
(whether federal, state, county, city, municipal or otherwise, including an instrumentality, division, agency, body or department
thereof).


 


(i)                
Section headings are included in this Agreement for convenience of reference only and shall not constitute part of this
Agreement for any other purpose.


 


26.               
Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original
and all of which together shall constitute one and the same document, binding upon all the Parties hereto notwithstanding that
all such Parties are not signatories to the same counterpart. This Agreement shall become effective when all Parties hereto have
executed a counterpart hereof. A signature of a Party by electronic transmission shall be deemed to constitute an original and
fully effective signature of such Party.


 


27.               
Governing Law. Section 10.4 of the Loan Agreement is hereby incorporated by reference.


 


28.               
Waiver of Jury Trial. Each of the Parties waives the right to jury trial with respect to any dispute arising under,
in connection with or related to this Agreement or the Loan Documents, and all provisions contained in the Loan Documents with
respect to waiver of jury trial are incorporated in this Agreement by reference.


 


29.               
Notices. Notices between the Parties shall be deemed effective when provided electronically as follows or in accordance
with Section 10.6 of the Loan Agreement and shall also be provided as follows and shall be effective when so given:


 


	 	To Lender: 	Wells Fargo Bank, as Trustee	 
	 	 	Series 2019-HIT	 
	 	 	c/o KeyBank National Association	 
	 	 	Attention: KeyBank Notices	 
	 	 	keybank_notices@keybank.com	 
	 	 	 	 
	 	With a copy to:	Polsinelli 	 
	 	 	900 W. 48th Place	 
	 	 	Suite 900	 
	 	 	Kansas City, Missouri 64112	 
	 	 	Attn: Brett Anders	 
	 	 	banders@polsinelli.com	 



 


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	 	To Borrower,	 	 
	 	Operating Lessee,	 	 
	 	and Guarantor:	c/o Hospitality Investors Trust, Inc.	 
	 	 	Park Avenue Tower	 
	 	 	65 East 55th Street, Suite 801	 
	 	 	New York New York 10022	 
	 	 	Attention: General Counsel	 
	 	 	phughes@hitreit.com	 
	 	 	 	 
	 	With a copy to:	Cleary Gottlieb Steen & Hamilton LLP	 
	 	 	One Liberty Plaza	 
	 	 	New York, New York 10006	 
	 	 	Attention: Michael Weinberger, Esq.	 
	 	 	mweinberger@cgsh.com	 



 


30.              
Credit Agreement. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT THE BORROWER PARTIES AND LENDER FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE PARTIES REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS THE PARTIES MAY LATER AGREE IN WRITING
TO MODIFY IT.


 


[Signature Pages Follow.]


 


Forbearance Agreement


 






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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.


 


	 	LENDER:
	 	 	 
	 	Wells Fargo Bank, National Association,
	 	as Trustee for the Benefit of
	 	Certificateholders of HPLY Trust 2019 HIT
	 	Commercial Mortgage Pass-Through Certificates,
	 	Series 2019 and the RR Interest Owners
	 	 	 
	 	By:	KeyBank National Association,
	 	 	a national banking association,
	 	 	as Special Servicer
	 	 	    
	 	By:	/s/ Mike Jenkins
	 	Name:  	Mike Jenkins
	 	Title:	Vice President



 


Signatures Continue on the Following
Page]


 


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	 	BORROWER:
	 	 	 
	 	HIT PORTFOLIO I OWNER, LLC 
	 	HIT PORTFOLIO I BHGL OWNER, LLC
	 	HIT PORTFOLIO I PXGL OWNER, LLC
	 	HIT PORTFOLIO I GBGL OWNER, LLC
	 	HIT PORTFOLIO I NFGL OWNER, LLC
	 	HIT PORTFOLIO I MBGL 950 OWNER, LLC, 
	 	Each a Delaware limited liability company
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:  	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	HIT PORTFOLIO I NTC OWNER, LP
	 	a Delaware limited partnership
	 	 	 
	 	By:	 HIT Portfolio I NTC Owner GP, LLC,
	 	 	its general partner
	 	 	     
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	HIT PORTFOLIO I DLGL OWNER, LP, 
	 	a Delaware limited partnership
	 	 	 
	 	By: 	HIT Portfolio I NTC Owner GP, LLC,
	 	 	its general partner
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer


 


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	 	OPERATING LESSEE:
	 	 	 
	 	HIT PORTFOLIO I TRS, LLC
	 	HIT PORTFOLIO I HIL TRS, LLC
	 	HIT PORTFOLIO I MCK TRS, LLC
	 	HIT PORTFOLIO I MISC TRS, LLC
	 	HIT PORTFOLIO I DEKS TRS LLC
	 	HIT PORTFOLIO I 8PK MBGL 1000 TRS, LLC
	 	HIT PORTFOLIO I 8PK ATLANTA TRS, LLC
	 	HIT TRS PROVIDENCE, LLC
	 	HIT TRS BALTIMORE, LLC
	 	Each a Delaware limited liability company
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:  	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	HIT PORTFOLIO I NTC HIL TRS, LP, 
	 	a Delaware limited partnership
	 	 	 
	 	By: 	HIT Portfolio I NTC TRS GP, LLC
	 		Its general partner
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:  	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer


 


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	 	HIT PORTFOLIO I NTC TRS, LP, 
	 	a Delaware limited partnership
	 	 	 
	 	By:	 HIT Portfolio I NTC TRS GP, LLC,
	 	 	its general partner
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:  	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	HIT PORTFOLIO I 8PK SAGL TRS, LP, 
	 	a Delaware limited partnership
	 	 	 
	 	By:	 HIT Portfolio I 8PK NTC TRS GP, LLC,
	 	 	its general partner
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer



 


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    	 	19	 



     


    

 


	 	GUARANTOR:
	 	 	 
	 	HOSPITALITY INVESTORS TRUST, INC.,
	 	a Maryland corporation
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	HOSPITALITY INVESTORS TRUST OPERATING 
	 	PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 
	 	By: HOSPITALITY INVESTORS TRUST, INC.,
	 	a Maryland corporation, its general partner
	 	 	 
	 	By: 	/s/ Jonathan P. Mehlman
	 	Name:	Jonathan P. Mehlman
	 	Title:	President and Chief Executive Officer



 


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