Exhibit 10.23


 


Berkadia
Loan No. 01-0085684 & 01-0086644


 


ASSUMPTION AND RELEASE AGREEMENT


(MEZZANINE)


 


THIS ASSUMPTION AND RELEASE
AGREEMENT (MEZZANINE) (this “Agreement”) is entered into and made effective as of the 27th day of February,
2015 (the “Effective Date”), by and among WNT
Mezz I, LLC, a Delaware limited liability company, with a mailing address at c/o Goldman Sachs & Co., 200 West Street,
New York, New York 10282 (“Original Borrower”), ARC
Hospitality Portfolio I Mezz, LP, a Delaware limited partnership, with a mailing address at c/o American Realty Capital,
405 Park Avenue, New York, New York 10022 (“New Borrower”), U.S.
Bank National Association, as Trustee for the Registered Holders of EQTY 2014-MZ Mezzanine Trust, Commercial Mezzanine Pass-Through
Certificates (“Lender”), with a mailing address at c/o Berkadia Commercial Mortgage LLC, 323
Norristown Road, Suite 300, Ambler, Pennsylvania 19002 (“Berkadia”), Whitehall
Street Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Street Global”),
and Whitehall Parallel Global Real Estate
Limited Partnership 2007, a Delaware limited partnership (“Whitehall Parallel Global”; Whitehall
Street Global and Whitehall Parallel Global are individually and collectively, as the context may require, referred to as “Original
Guarantor” and together with the Original Borrower, the “Original Indemnitors”),
each with a mailing address at c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282, and American
Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (“ARC OP”)
and American Realty Capital Hospitality
Trust, Inc., a Maryland corporation (“ARC REIT”; together with Whitehall Street Global and
Whitehall Parallel Global, ARC OP and ARC REIT are individually and collectively, as the context may require, referred to as “New
Guarantor” and together with the New Borrower, the “New Indemnitors”), each with
a mailing address at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022.


 


RECITALS:


 


The following recitals are a material part of
this Agreement:


 


A.           German
American Capital Corporation, a Maryland corporation (“Original Lender”), made a mezzanine loan in the
aggregate original principal amount of $111,000,000.00 to Original Borrower, which Loan is evidenced by that certain (i) Mezzanine
Promissory Note A-1, dated April 11, 2014 (together with all addenda, modifications, amendments, riders, exhibits and supplements
thereto, the “A-1 Note”), from Original Borrower in the original principal amount of $66,600,000.00
(the “A-1 Loan”), and (ii) Mezzanine Promissory Note A-2, dated April 11, 2014 (together with all addenda,
modifications, amendments, riders, exhibits and supplements thereto, the “A-2 Note” and
together with the A-1 Note, the “Note”), from Original Borrower in the original principal amount of $44,400,000.00
(the “A-2 Loan” and together with the A-1 Loan, the “Loan”). The Loan is further
evidenced, governed and/or secured by the


 







    	 



    	 



    

 


following agreements and
documents, all executed and delivered, or caused to be executed and delivered, by Original Borrower for the benefit of Original
Lender:


 


1.          Pledge
and Security Agreement (Mezzanine), dated as of April 11, 2014, from Original Borrower for the benefit of Original Lender (the
“Original Pledge Agreement”), as replaced by that certain Pledge and Security Agreement (Mezzanine) of
even date herewith from New Borrower for the benefit of Lender (as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, the “Pledge Agreement”), securing the Lender’s interest in
the Collateral, as more particularly described in the Pledge Agreement.


 


2.          that
certain Mezzanine Loan Agreement, dated as of April 11, 2014, as amended by that certain First Amendment to Mezzanine Loan Agreement,
dated as of June 18, 2014 (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the
“Loan Agreement”).


 


3.          that
certain Collateral Assignment of Interest Rate Protection Agreement (Mezzanine), dated as of April 11, 2014 (together with all
addenda, modifications, amendments, riders, exhibits and supplements thereto, the “Assignment of Rate Cap Agreement”);
and


 


4.          that
certain Indemnification Agreement, dated as of April 11, 2014 (together with all addenda, modifications, amendments, riders, exhibits
and supplements thereto, the “Indemnification Agreement”).


 


B.           In
connection with the Loan, Original Borrower and/or Original Guarantor also executed and/or delivered, or caused to be executed
and/or delivered, the following agreements and documents for the benefit of Original Lender:


 


1.          that
certain Environmental Indemnity Agreement (Mezzanine), dated April 11, 2014 (the “Original Environmental Indemnity”),
executed by the Original Indemnitors;


 


2.          that
certain Guaranty of Recourse Obligations (Mezzanine), dated April 11, 2014 (the “Original Guaranty”),
executed by Original Guarantor; and


 


3.          those
certain Subordination of Management Agreements (Mezzanine), each dated as of dated as of April 11, 2014 (the “Original
Assignment of Management Agreements”); and


 


4.          that
certain First Mezzanine Assignment of Title Insurance Proceeds (Multi-State), dated as of April 11, 2014 (together with all addenda,
modifications, amendments, riders, exhibits and supplements thereto, the “Original Assignment of Title Insurance Proceeds”).


 


The agreements and documents set forth in Recital
A and Recital B (excluding the Pledge Agreement) above are hereinafter referred to collectively as the “Original Borrower’s
Loan Documents.”


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	2	 



    	 



    

 


C.           Upon
the Effective Date, New Borrower and/or New Guarantor are executing and delivering, or are causing to be delivered, to Lender the
following documents, each dated as of the Effective Date:


 


1.          those
certain UCC Financing Statements naming New Borrower as debtor therein, and naming Lender, as secured party therein, to be filed
in the records of the Secretary of State of Delaware;


 


2.          that
certain Environmental Indemnity Agreement (Mezzanine) from New Indemnitors in favor of Lender (the “New Environmental
Indemnity”);


 


3.          that
certain Guaranty of Recourse Obligations (Mezzanine) (the “New Guaranty”), executed and delivered by
each New Guarantor in favor of Lender;


 


4.          that
certain Subordination of Management Agreement (Mezzanine – Operating Agreement) executed by New Borrower, ARC Hospitality
Portfolio I TRS, LLC, a Delaware limited liability company (“TRS LLC”), ARC Hospitality Portfolio I DEKS
TRS, LLC, a Delaware limited liability company (“DEKS TRS”), ARC Hospitality Portfolio I NTC TRS, LP,
a Delaware limited partnership (“NTC TRS”), Lender, and American Realty Capital Hospitality Grace Portfolio,
LLC, a Delaware limited liability company (“ARC Manager”), as operator, for the benefit of Lender (the
“Crestline Operating Agreement Subordination”);


 


5.          that
certain Subordination of Management Agreement (Mezzanine – Management Agreement) executed by New Borrower, TRS LLC, DEKS
LLC, NTC TRS, Lender, ARC Manager, as operator, and Crestline Hotels & Resorts, LLC, a Delaware limited liability company (“Crestline”),
as manager, for the benefit of Lender (the “Crestline Management Agreement Subordination”);


 


6.          that
certain Subordination of Management Agreement (Mezzanine) (Texas – Alcohol Management and Services Agreement) executed by
Crestline, as manager, for the benefit of Lender, and acknowledged by ARC Hospitality Portfolio I TX Beverage Company, LLC, a Delaware
limited liability company  (the “Crestline TX Alcohol
Management Agreement Subordination”, and together with the Crestline Operating Agreement Subordination and the Crestline
Management Agreement Subordination, the “Crestline Subordination”);


 


7.          that
certain Subordination of Management Agreement (Mezzanine – Operating Agreement) executed by New Borrower, ARC Hospitality
Portfolio I MISC TRS, LLC, a Delaware limited liability company (“MISC TRS”), Lender, and ARC Manager,
as operator, for the benefit of Lender (the “Pillar Operating Agreement Subordination”);


 


8.          that
certain Subordination of Management Agreement (Mezzanine – Management Agreement) executed by New Borrower, MISC TRS, LLC,
Lender, ARC Manager, as operator, and Pillar Hotels & Resorts, L.P. (“Pillar”), as manager, for the
benefit of Lender (the “Pillar Management Agreement Subordination” and together with the Pillar Operating
Agreement Subordination, the “Pillar Subordination”);


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	3	 



    	 



    

 


9.          that
certain Subordination of Management Agreement (Mezzanine – Operating Agreement) executed by New Borrower, MISC TRS, Lender,
and ARC Manager, as operator, for the benefit of Lender (the “Musselman Operating Agreement Subordination”);


 


10.         that
certain Subordination of Management Agreement (Mezzanine – Management Agreement) executed by New Borrower, MISC TRS, Lender,
ARC Manager, as operator, and Musselman Hotels Management, L.L.C. (“Musselman”), as manager, for the
benefit of Lender (the “Musselman Management Agreement Subordination” and together with the Musselman
Operating Agreement Subordination, the “Musselman Subordination”);


 


11.         that
certain Subordination of Management Agreement (Mezzanine – Operating Agreement) executed by New Borrower, ARC Hospitality
Portfolio I HIL TRS, LLC, a Delaware limited liability company (“HIL TRS”), ARC Hospitality Portfolio
I NTC HIL TRS, LP, a Delaware limited partnership (“NTC HIL TRS”), Lender, and ARC Manager, as operator
for the benefit of Lender (the “Hilton-Hampton Operating Agreement Subordination”);


 


12.         that
certain Subordination of Management Agreement (Mezzanine – Management Agreement) executed by New Borrower, HIL TRS, NTC HIL
TRS, Lender, ARC Manager, as operator, and Hampton Inns Management LLC, a Delaware limited liability company (“Hilton-Hampton”),
as manager, for the benefit of Lender (the “Hilton-Hampton Management Agreement Subordination” and together
with the Hilton-Hampton Operating Agreement Subordination, the “Hilton-Hampton Subordination”);


 


13.         that
certain Subordination of Management Agreement (Mezzanine – Operating Agreement) executed by New Borrower, HIL TRS, NTC HIL
TRS, Lender, and ARC Manager, as operator for the benefit of Lender (the “Hilton-Homewood Operating Agreement Subordination”);


 


14.         that
certain Subordination of Management Agreement (Mezzanine – Management Agreement) executed by New Borrower, HIL TRS, NTC HIL
TRS, Lender, ARC Manager, as operator, and Hampton Inns Management LLC, a Delaware limited liability company (“Hilton-Homewood”),
as manager, for the benefit of Lender (the “Hilton-Homewood Management Agreement Subordination” and together
with the Hilton-Homewood Operating Agreement Subordination, the “Hilton-Homewood Subordination”);


 


15.         that
certain Subordination of Management Agreements (Mezzanine – Operating Agreement) executed by New Borrower, ARC Hospitality
Portfolio I MCK TRS, LLC, a Delaware limited liability company (“MCK TRS”), NTC TRS, Lender, and ARC
Manager, as operator, for the benefit of Lender (the “McKibbon Operating Agreement Subordination”);


 


16.         that
certain Subordination of Management Agreements (Mezzanine – Management Agreement) executed by New Borrower, MCK TRS, NTC
TRS, Lender, ARC Manager, as operator, and McKibbon Hotel Management, Inc. (“McKibbon”), as manager,
for the benefit of Lender (the “McKibbon Management Agreement Subordination” and together with the McKibbon
Operating Agreement Subordination, the “McKibbon Subordination”);


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	4	 



    	 



    

 


17.         that
certain Subordination of Management Agreements (Mezzanine – Operating Agreement) executed by New Borrower, MISC TRS, Lender,
and ARC Manager, as operator, for the benefit of Lender (the “Innventures Operating Agreement Subordination”);


 


18.         that
certain Subordination of Management Agreements (Mezzanine – Management Agreement) executed by New Borrower, MISC TRS, Lender,
ARC Manager, as operator, and InnVentures IVI, LP (“Innventures”), as manager, for the benefit of Lender
(the “Innventures Management Agreement Subordination” and together with the Innventures Operating Agreement
Subordination, the “Innventures Subordination”);


 


19.         that
certain Subordination of Management Agreements (Mezzanine – Operating Agreement) executed by New Borrower, MISC TRS, Lender,
ARC Manager, as operator, for the benefit of Lender (the “First Hospitality Operating Agreement Subordination”);


 


20.         that
certain Subordination of Management Agreements (Mezzanine – Management Agreement) executed by New Borrower, MISC TRS, Lender,
ARC Manager, as operator, and First Hospitality Group, Inc. (“First Hospitality” and together with ARC
Manager, Crestline, Pillar, Musselman, Hilton-Hampton, Hilton-Homewood, McKibbon, and Innventures, the “Property Managing
Entities”), as manager, for the benefit of Lender (the “First Hospitality Management Agreement Subordination”
and together with the First Hospitality Operating Agreement Subordination, the “First Hospitality Subordination”
and, together with the Crestline Subordination, the Pillar Subordination, the Musselman Subordination, the Hilton-Hampton Subordination,
the Hilton-Homewood Subordination, the McKibbon Subordination, and the Innventures Subordination, the “Management Subordination”);


 


21.         that
certain Subordination Agreement executed by and among TRS LLC, HIL TRS, MCK TRS, MISC TRS, DEKS TRS, NTC TRS, NTC HIL TRS, New
Borrower and Lender (the “Operating Lease Subordinations”);


 


22.         that
certain Recognition Agreement (Mezzanine) (the “Recognition Agreement”), executed by and between W2007
Equity Inns Senior Mezz, LLC, a Delaware limited liability company (“Qualified Preferred Equity Investor”),
and Lender;


 


23.         that
certain First Mezzanine Assignment of Title Insurance Proceeds (Multi-State) executed by and between New Borrower, Lender and such
other parties as more particularly set forth therein (the “New Assignment of Title Insurance Proceeds”);


 


24.         that
certain incumbency certificate of ARC REIT, ARC OP, New Borrower and each New Operating Lessee (as defined on Schedule I
attached hereto) certifying as to the incumbency of each of ARC REIT, ARC OP, New Borrower and each New Operating Lessee, executed
by an authorized officer of ARC REIT, for the benefit of Lender;


 


25.         those
certain incumbency certificates of Whitehall Street Global, Whitehall Parallel Global and Qualified Preferred Equity Investor executed
by an authorized officer of WH Advisors, L.L.C. 2007, a Delaware limited liability company, as applicable, for the benefit of Lender;


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	5	 



    	 



    

 


26.         the
Pledge Agreement; and


 


27.         this
Agreement.


 


The agreements and documents set forth in Recital
A and Recital C above (except for the Original Pledge Agreement and the incumbency certificates referred to as numbers 24-25),
together with all other documents evidencing, securing or otherwise pertaining to the Loan (other than the documents and agreements
set forth in Recital B), and such other agreements and documents as Lender may reasonably require, are hereinafter referred to
collectively as the “Loan Documents”, and individually as a “Loan Document”.


 


D.           Original
Lender assigned, sold and transferred its interest in the Loan and the Original Borrower’s Loan Documents to Lender pursuant
to certain assignment documents, including, without limitation, that certain [Assignment],
dated as of _______________, executed by Original Lender, as assignee, in favor of
Lender, as assignee, and Lender is the current holder of all of Original Lender's interest in the Loan and Original Borrower’s
Loan Documents.


 


E.           Lender,
as the holder of the Note and beneficiary under the Loan Documents, has been asked to consent to the assumption by New Borrower
and New Guarantor of the obligations of the Original Borrower and Original Guarantor, respectively, under the Loan Documents (the
“Assumption”).


 


F.           Lender,
acting by and through its servicer Berkadia, has agreed to consent to the Assumption subject to the terms and conditions stated
below, including, without limitation, the execution and delivery of the agreements and documents set forth in Recital C above and
such other documents and instruments as may be reasonably required by Lender.


 


G.           Unless
the context requires otherwise, references in this Agreement to Original Borrower’s Loan Documents shall be deemed to refer
to such documents as amended by this Agreement, and as such documents may be further amended, modified, extended or replaced from
time to time.


 


CONTRACTUAL PROVISIONS:


 


NOW, THEREFORE, in consideration
of the Recitals, which are incorporated herein as if set forth below in full as a substantive, contractual part of this Agreement,
and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.          Acknowledgement
of Debt.


 


(a)          Lender,
Original Borrower and New Borrower confirm and acknowledge that the aggregate outstanding principal balance under the Note immediately
prior to the Effective Date is $102,800,212.95. New Borrower declares
and acknowledges, for the specific reliance and benefit of Lender, that (i) New Borrower has no claim, or to New Borrower’s
knowledge, defense, or right of offset of any kind or in any amount with respect to the Note or any of the other Loan Documents,
and (ii) no amounts paid by New Borrower or


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	6	 



    	 



    

 


Original Borrower to Lender
pursuant to or in connection with the execution and delivery of this Agreement shall be applied to or set off against the principal
balance of the Note.


 


(b)          Berkadia,
as the servicing agent on behalf of Lender, hereby confirms, as of the Effective Date, that it has not issued to Original Borrower
or Original Guarantor any written notice of, and has no actual knowledge of, a default or an Event of Default under the Original
Borrower’s Loan Documents that has not been cured and is continuing. For the purposes of this Section 1(b), the term “actual
knowledge” shall be limited to the actual knowledge of the undersigned, Gary A. Routzahn.


 


2.          Conditions
Precedent; Consent to Assumption; Consent to Qualified Preferred Equity Investment; Consent to Operating Lease Agreements; Consent
to Management Agreement.


 


(a)          Original
Borrower, and New Borrower, each individually, represents and warrants to Lender as of the Effective Date that it has satisfied
its respective requirements in connection with the Assumption of the Loan, the Qualified Preferred Equity Investment (as defined
below), the execution of the Operating Lease Agreements (as defined below), and the execution of the Management Agreements (as
defined below), as such requirements are set forth in the Original Borrower’s Loan Documents and that certain conditional
consent letter issued by Berkadia on August 27, 2014 and executed by Original Borrower and New Borrower (the “Original
Conditional Approval Letter”), as affected by that certain conditional approval extension letter issued by Berkadia
on November 20, 2014 and executed by Original Borrower and New Borrower (the “Conditional Approval Extension Letter”),
as further affected by that certain conditional approval letter issued by Berkadia on February 26, 2015 and executed by Original
Borrower and New Borrower (the “Modifications Conditional Approval Letter” and together with the Original
Conditional Approval Letter and the Conditional Approval Extension Letter, the “Conditional Approval Letter”).
Lender hereby confirms receipt of the deliverables required in connection with the Assumption of the Loan, the Qualified Preferred
Equity Investment, the execution of the Operating Lease Agreements, and the execution of the Management Agreements, as such requirements
are set forth in the Original Borrower’s Loan Documents and the Conditional Approval Letter.


 


(b)          In
reliance upon the representations, warranties and covenants set forth herein by Original Borrower, Original Guarantor, New Borrower
and New Guarantor, Lender hereby consents to the Assumption and waives its right to accelerate the Loan pursuant to any provision
of the Original Borrower’s Loan Documents which might otherwise provide such right to Lender solely on account of such Assumption.
Lender’s consent to the Assumption is not intended to be and shall not be construed as its consent to any subsequent assumption
which requires Lender’s consent pursuant to the terms of the Loan Agreement or any other Loan Document.


 


(c)          New
Borrower hereby authorizes the Lender to file any and all UCC financing statements and UCC financing statement amendments as Lender
may deem necessary from time to time including, without limitation, financing statements containing the description “all
assets of New Borrower” or “all personal property of New Borrower” or similar language.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	7	 



    	 



    

 


(d)          Concurrently
with the Lender’s consent to the Assumption, Lender consents to a certain equity investment by W2007 Equity Inns Senior Mezz,
LLC, a Delaware limited liability company (the “Qualified Preferred Equity Investor”), in ARC Hospitality
Portfolio I Holdco LLC, a Delaware limited liability company (the “Qualified Preferred Equity Investment”),
the owner of ninety-nine percent of the limited partnership interests in New Borrower, which Qualified Preferred Equity Investment
is evidenced by that certain Amended and Restated Limited Liability Company Agreement, dated as of the date hereof, executed by
and among American Realty Capital Hospitality Portfolio Member, LP, a Delaware limited partnership, Qualified Preferred Equity
Investor and William G. Popeo, as initial special member.


 


(e)          Concurrently
with the Lender’s consent to the Assumption, Lender consents to those certain operating lease agreements identified on Schedule
I attached hereto and by this reference incorporated herein (collectively, the “Operating Lease Agreements”).


 


(f)          Concurrently
with the Lender’s consent to the Assumption, Lender consents to those certain management agreements identified on Schedule
II attached hereto and by this reference incorporated herein (collectively, the “Management Agreements”).


 


(g)          Original
Borrower, New Borrower and Lender hereby acknowledge that the Cap Agreement (as defined in the Assignment of Rate Cap Agreement)
has been novated pursuant to a Novation Confirmation dated on or about the Effective Date executed by SMBC Capital Markets, Inc.,
New Borrower and Original Borrower.


 


3.          Assumption
of Obligations. As of the Effective Date, Original Borrower does hereby assign, transfer and convey to New Borrower all of
its right, title and interest in and to the Loan Documents, and New Borrower hereby unconditionally accepts and assumes Original
Borrower’s right, title and interest in and to the Loan Documents and agrees to comply with all covenants and obligations
therein, including, without limitation, the obligation to pay the unpaid balance due and owing on the Loan and all interest thereon.
Without limiting the foregoing, New Borrower agrees to keep and observe all of the covenants, terms and conditions required to
be kept, observed and performed by Borrower pursuant to the Note and all of the other Loan Documents, to the same effect as if
New Borrower were the original maker of, and a party to, the Loan Documents including, but not limited to, payment of all sums
presently outstanding under the Note. New Borrower hereby adopts, ratifies and confirms as of the Effective Date all of the representations,
warranties and covenants of Original Borrower contained in the Loan Documents as if made by New Borrower as of the Effective Date
except to the extent such representations and warranties are matters which by their nature can no longer be true and correct as
a result of the passage of time or apply only to the Original Borrower, Original Guarantor, or other facts or circumstances that
existed only at the execution of the Original Borrower’s Loan Documents.


 


4.          Limited
Release of Original Borrower and Original Guarantor; Reaffirmation.


 


(a)          In
reliance upon the representations, warranties and covenants set forth herein by Original Borrower and Original Guarantor, Lender
hereby releases: (i) Original


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	8	 



    	 



    

 


Borrower from any and all
liability for repayment of the principal and interest under the terms of the Note and the other Original Borrower’s Loan
Documents, and all other obligations under the Original Borrower’s Loan Documents, to the extent such obligations arise from
matters first occurring from and after the Effective Date which are not caused by or arise out of any acts of Original Borrower
or its Affiliates (as defined in the Loan Agreement); and (ii) Original Guarantor from any and all liability under the Original
Guaranty and the Original Environmental Indemnity to the extent arising from matters first occurring from and after the Effective
Date which are not caused by or arise out of any acts of Original Guarantor or its Affiliates. Lender hereby reserves all rights
it may have against Original Borrower and Original Guarantor for acts or omissions of or events caused by Original Borrower or
Original Guarantor, in each case, arising or occurring prior to the Effective Date.


 


(b)          The
release of Original Borrower and Original Guarantor provided for in Section 4(a) above shall be deemed withdrawn and shall have
no effect to the extent that this Agreement is held to be void or is determined to be unenforceable in its entirety by any court
in a final non-appealable order as a result of any action or inaction by or on behalf of Original Borrower or Original Guarantor,
or if any representation or warranty by Original Borrower or Original Guarantor made in connection with this Agreement is false
or misleading in any material respect when made. In all cases, Original Borrower and Original Guarantor, as applicable, shall bear
the burden of proof on the issue of the time at which an act or event first occurred or an obligation first arose, which is the
subject of claimed liability under any of the Original Borrower’s Loan Documents.


 


(c)          Notwithstanding
anything to the contrary contained herein, and subject to the release contained in Section 4(a) hereof, Original Borrower and Original
Guarantor do hereby ratify and confirm their respective obligations under the Original Borrower’s Loan Documents to the extent
arising or resulting from acts or omissions of or events caused by Original Borrower or Original Guarantor, in each case, arising
or occurring prior to the Effective Date.


 


5.          Representations.



 


(a)          New
Borrower represents and warrants to Berkadia and Lender that as of the Effective Date:


 


(i)          New
Borrower is duly organized, validly existing and in good standing under the laws of its state of formation or organization and
has full power and authority to conduct its affairs as now being conducted and as proposed to be conducted;


 


(ii)         New
Borrower has full power and authority to enter into, execute, deliver and carry out this Agreement and the Loan Documents to which
it is a party, by assumption or otherwise, and to perform its obligations hereunder and thereunder and all such actions have been
duly authorized by all necessary actions on its part;


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	9	 



    	 



    

 


(iii)        This
Agreement and the other documents executed in connection herewith have been duly executed and delivered by New Borrower. This Agreement
and the Loan Documents to which New Borrower is a party, by assumption or otherwise, constitute legal, valid and binding obligations
of New Borrower, enforceable against New Borrower in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of creditors generally;


 


(iv)        New
Borrower has received and reviewed copies of all of the Loan Documents;


 


(v)         New
Borrower nor, to New Borrower’s knowledge, any person owning an interest in New Borrower (except that New Borrower’s
knowledge shall not require any investigation into ownership of issued shares of ARC REIT), is a country, territory, individual
or entity named on a list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”),
or is a Specially Designated National or Blocked Person under the programs administered by OFAC;


 


(vi)        Except
in connection with the Qualified Preferred Equity Investment (as defined in the Loan Agreement), no equity interest in New Borrower
has been pledged, hypothecated or otherwise encumbered as security for any obligation, and none of the capital contributed to New
Borrower was made in the form of a loan;


 


(vii)       There
is no litigation or other proceeding against New Borrower pending or, to New Borrower’s knowledge, threatened in writing
against New Borrower, which, if adversely determined, is reasonably likely to materially and adversely affect the financial condition
of New Borrower or its ability to legally perform its obligations under this Agreement and the other Loan Documents;


 


(viii)      The
execution, delivery and performance of this Agreement, and the performance of New Borrower’s obligations under the Loan Documents,
(A) does not conflict with or result in a violation of New Borrower’s organizational documents or any judgment, order or
decree of any court or arbiter in any proceeding to which New Borrower is a party, and (B) does not conflict with, or constitute
a material breach of, or constitute a material default under, any contract, agreement or other instrument by which New Borrower
is bound or to which New Borrower is a party;


 


(ix)         There
is no bankruptcy, receivership or insolvency proceeding pending or threatened against New Borrower; and


 


(x)          No
proceeding is pending for the dissolution or annulment of New Borrower, and all license, income and franchise taxes due and payable
by New Borrower have been paid in full, unless the non-payment of such taxes could


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	10	 



    	 



    

 


not be reasonably
expected to have a material adverse change in the financial condition, operations or business of New Borrower.


 


(b)          Each
New Guarantor individually represents and warrants to Berkadia and Lender that as of the Effective Date, solely with respect
to itself:


 


(i)          Such
New Guarantor is duly organized, validly existing and in good standing under the laws of the state of its formation and has full
power and authority to conduct its affairs as now being conducted and as proposed to be conducted;


 


(ii)         This
Agreement, the New Guaranty, the New Environmental Indemnity and the other documents executed by such New Guarantor in connection
herewith have been duly executed and delivered by such New Guarantor. This Agreement, the New Guaranty, the New Environmental Indemnity
and such other documents constitute such New Guarantor’s legal, valid and binding obligations, enforceable against such New
Guarantor in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the rights of creditors generally;


 


(iii)        Such
New Guarantor has received and reviewed copies of all of the Loan Documents;


 


(iv)        Such
New Guarantor nor, to such New Guarantor’s knowledge, any person owning an interest in such New Guarantor (except that such
New Guarantor’s knowledge shall not require any investigation into ownership of issued shares of ARC REIT), is a country,
territory, individual or entity named on a list maintained by OFAC, or is a Specially Designated National or Blocked Person under
the programs administered by OFAC;


 


(v)         There
is no litigation or other proceeding against such New Guarantor pending or, to such New Guarantor’s knowledge, threatened
in writing against such New Guarantor, which, if adversely determined, is reasonably likely to materially and adversely affect
the financial condition of such New Guarantor or its ability to legally perform its obligations under this Agreement and the other
Loan Documents to which such New Guarantor is a party;


 


(vi)        Such
New Guarantor has full power and authority to enter into, execute, deliver and perform this Agreement and the New Guaranty, the
New Environmental Indemnity and the other documents executed by such New Guarantor in connection herewith and such execution, delivery
and performance (A) have been duly and validly authorized by all necessary actions on the part of such New Guarantor, (B) does
not conflict with or result in a violation of such New Guarantor’s organizational documents or any judgment, order or decree
of any court or arbiter in any proceeding to which such New Guarantor is a party, and (C) does not conflict with, or constitute
a material breach of, or constitute a


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	11	 



    	 



    

 


material default
under, any contract, agreement or other instrument by which such New Guarantor is bound or to which such New Guarantor is a party;


 


(vii)       There
is no bankruptcy, receivership or insolvency proceeding pending or threatened against such New Guarantor; and


 


(viii)      No
proceeding is pending for the dissolution or annulment of such New Guarantor, and all license, income and franchise taxes due and
payable by such New Guarantor have been paid in full, unless the non-payment of such taxes could not be reasonably expected to
have a material adverse change in the financial condition, operations or business of New Guarantor.


 


(c)          Original
Borrower represents and warrants to Berkadia and Lender that as of the Effective Date:


 


(i)          Original
Borrower has not received a security instrument or security agreement from New Borrower encumbering the Collateral to secure the
payment of any sums due Original Borrower or obligations to be performed by New Borrower;


 


(ii)         There
exist no defenses, offsets or counterclaims by Original Borrower to this Agreement or the Original Borrower’s Loan Documents;


 


(iii)        There
is no Event of Default by Original Borrower under the provisions of Original Borrower’s Loan Documents executed or assumed
by Original Borrower, nor, to Original Borrower’s knowledge, are there any conditions which with the giving of notice or
the passage of time or both may constitute an Event of Default by Original Borrower under the provisions of the Original Borrower’s
Loan Documents;


 


(iv)        The
Original Borrower’s Loan Documents are in full force and effect;


 


(v)         There
are no subordinate liens of any kind covering or relating to the Collateral, nor has notice of a lien or notice of intent to file
a lien been received;


 


(vi)        There
is no litigation or other proceeding against Original Borrower or the Collateral pending or overtly threatened, by written communication
to Original Borrower, wherein an unfavorable decision might reasonably result in a material adverse change in the financial condition
of Original Borrower or its ability to legally perform its obligations under this Agreement and the Original Borrower’s Loan
Documents;


 


(vii)       There
is no bankruptcy, receivership or insolvency proceeding pending or, to Original Borrower’s knowledge, threatened in writing
against Original Borrower;


 




    	Assumption Agreement (Mezzanine)
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(viii)      No
proceeding is pending for the dissolution or annulment of Original Borrower, and all license, income and franchise taxes due and
payable by Original Borrower have been paid in full; and


 


(ix)         Original
Borrower has full power and authority to enter into, execute, deliver and perform this Agreement and such execution, delivery and
performance (A) have been duly and validly authorized by all necessary actions on the part of Original Borrower, (B) does not conflict
with or result in a violation of Original Borrower’s organizational documents or any judgment, order or decree of any court
or arbiter in any proceeding to which Original Borrower is a party, and (C) does not conflict with, or constitute a material breach
of, or constitute a material default under, any contract, agreement or other instrument by which Original Borrower is bound or
to which Original Borrower is a party.


 


(d)          Each
Original Guarantor represents and warrants to Berkadia and Lender that as of the Effective Date:


 


(i)          As
of the Effective Date, there is no Event of Default or, to Original Guarantor’s knowledge, event which with the passage of
time or the giving of notice, or both, would constitute an Event of Default under the Original Borrower’s Loan Documents
executed or assumed by Original Guarantor;


 


(ii)         The
Original Borrower’s Loan Documents executed by Original Guarantor are in full force and effect;


 


(iii)        There
is no litigation or other proceeding against Original Guarantor pending or overtly threatened, by written communication to Original
Guarantor, wherein an unfavorable decision might reasonably result in a material adverse change in the financial condition of Original
Guarantor or its ability to legally perform its obligations under this Agreement;


 


(iv)        Original
Guarantor has the full power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery
and performance of this Agreement and the other documents contemplated herein by Original Guarantor (A) have been duly and validly
authorized by all necessary action on the part of Original Guarantor, (B) does not conflict with or result in a violation of Original
Guarantor’s organizational documents or any judgment, order or decree of any court or arbiter in any proceeding to which
Original Guarantor is a party, and (C) does not conflict with, or constitute a material breach of, or constitute a material default
under, any contract, agreement or other instrument by which Original Guarantor is bound or to which Original Guarantor is a party;


 


(v)         There
is no bankruptcy, receivership or insolvency proceeding pending or, to Original Guarantor’s knowledge, threatened in writing
against Original Guarantor; and


 




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(vi)        No
proceeding is pending for the dissolution or annulment of Original Guarantor, and all license, income and franchise taxes due and
payable by Original Guarantor have been paid in full.


 


6.          Financial
Information.


 


(a)          New
Borrower hereby represents and warrants to Lender that all information and materials regarding New Borrower and its affiliates
provided by or on behalf of New Borrower to Berkadia were true and correct in all material respects as of the date of delivery
thereof and remain materially true and correct as of the Effective Date.


 


(b)          Each
New Guarantor hereby represents and warrants to Lender, solely as to itself, that all information and materials regarding such
New Guarantor and its affiliates provided by or on behalf of such New Guarantor to Berkadia were true and correct in all
material respects as of the date of delivery thereof and remain materially true and correct as of the Effective Date.


 


7.          Addresses.
Lender, New Borrower and New Guarantor agree that all notice provisions contained in the Loan Documents are hereby modified to
amend the notice address for Lender, New Borrower and New Guarantor, and that from and after the Effective Date, the notice addresses
for Lender, New Borrower and New Guarantor, respectively, are as follows:


 


If to Lender:


 


U.S. Bank National Association, as Trustee for
the Registered Holders of


EQTY 2014-MZ Mezzanine Trust, Commercial Mezzanine Pass-

Through
Certificates


c/o Berkadia Commercial Mortgage LLC


323 Norristown Road, Suite 300


Ambler, PA 19002


Attention: Client Relations Manager for


Loan Nos. 01-0085684 & 01-0086644


Facsimile No.: (215) 328-3832


 


If to New Borrower:


 


ARC Hospitality Portfolio I Mezz,
LP


c/o American Realty Capital


405 Park Avenue


New York, New York 10022


Facsimile No.: (212) 421-5799


 


If to New Guarantor:


 


Whitehall Street Global Real Estate
Limited Partnership 2007 and Whitehall Parallel Global Real Estate Limited Partnership 2007


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	14	 



    	 



    

 


c/o Goldman Sachs & Co.


200 West Street


New York, New York 10282


Attention: Chief Financial Officer


Facsimile No.: (212) 357-5505


 


And


 


American Realty Capital Hospitality
Operating Partnership, L.P. and


American Realty Capital Hospitality
Trust, Inc.


c/o American Realty Capital


405 Park Avenue


New York, New York 10022


Facsimile No.: (212) 421-5799


 


with a copy to:


 


Goldman Sachs Realty Management, L.P.


6011 Connection Drive


Irving, Texas 7039


Attention: Investment Management


Facsimile No.: (972) 368-3699


 


with a copy to:


 


Sullivan & Cromwell LLP


125 Broad Street


New York, NY 10004


Attention: Anthony J. Colletta, Esq.


Facsimile
No. (212) 291-9029


 


with a copy to:


 


Goodwin Procter LLP


53 State Street


Boston, MA 02109


Attn: Samuel L. Richardson, Esq.


Facsimile No.: (617) 523-1231


 


8.          Release
of Berkadia and Lender. Original Borrower, New Borrower, Original Guarantor and New Guarantor hereby each, as to its
own Claims only, unconditionally and irrevocably releases and forever discharges Berkadia and Lender and their respective
successors, assigns, agents, directors, officers, employees, and attorneys (collectively, the “Indemnitees”)
from all Claims, as defined below, and each, as to its own Claims only, agrees to indemnify the Indemnitees, hold the Indemnitees
harmless, and defend the Indemnitees with counsel reasonably acceptable to the Indemnitees from and against any and all claims,
losses,


 




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causes of action, costs and
expenses of every kind or character in connection with the Claims in connection with this Agreement (excluding any Claims arising
out of or resulting from the gross negligence, illegal acts, bad faith or willful misconduct of any of the Indemnitees). As used
in this Agreement, the term “Claims” shall mean any and all possible claims, demands, actions, costs,
expenses and liabilities whatsoever, known or unknown, at law or in equity, originating in whole or in part on or before the Effective
Date, which each of Original Borrower, New Borrower, Original Guarantor or New Guarantor or any of their respective directors,
partners, principals, affiliates, members, shareholders, officers, agents, employees or successors, may now or hereafter have against
the Indemnitees, if any, and irrespective of whether any such Claims arise out of contract, tort, violation of laws, or regulations,
or otherwise in connection with the Loan or any of the Loan Documents (other than the Assumption Agreement) or the Original Borrower’s
Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest
in excess of the highest lawful rate applicable thereto and any loss, cost or damage, of any kind or character, arising out of
or in any way connected with or in any way resulting from the acts, actions or omissions of any of the Indemnitees (excluding any
claims, demands, actions, costs, expenses and liabilities arising out of or resulting from the gross negligence, illegal acts,
bad faith or willful misconduct of any of the Indemnitees), including any requirement that the Loan Documents or Original Borrower’s
Loan Documents be modified as a condition to the transactions contemplated by this Agreement. Original Borrower, New Borrower,
Original Guarantor and each New Guarantor agree that Berkadia and Lender have no fiduciary or similar obligations to Original
Borrower, New Borrower, Original Guarantor or New Guarantor or any of them and that their relationship is strictly that of creditor
and debtor. This release is accepted by Berkadia and Lender pursuant to this Agreement and shall not be construed as an
admission of liability on the part of either of them. Original Borrower, New Borrower, Original Guarantor and each New Guarantor
hereby represents and warrants, each as to itself only, that it is the current legal and beneficial owner of all Claims, if any,
applicable to it and released hereby by such party and has not assigned, pledged or contracted to assign or pledge any such Claim
to any other person.


 


9.          Confirmation
of Waivers. New Borrower, without limiting the generality of its obligations under the Loan Documents, hereby confirms and
ratifies the submission to jurisdiction and waivers set forth in the Loan Documents.


 


10.         Binding
Effect. This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, successors,
permitted assigns and representatives.


 


11.         Ratification.
Lender and New Borrower hereby ratify and affirm all of the Loan Documents and all of its or the other’s, as applicable,
respective rights, agreements, obligations, priorities, reservations, promises and waivers as made and agreed and contained therein
and as assumed pursuant to this Agreement by New Borrower, all of which shall remain in full force and effect.


 


12.         No
Impairment of Lien; No Satisfaction. Nothing set forth herein shall affect the priority or extent of the lien of any
of the Loan Documents, nor, except as expressly set forth herein, release or change the liability of any party who may now be or
after the Effective Date, become liable, primarily or secondarily, under the Loan Documents. This Agreement does


 




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not, and shall not be construed
to, constitute the creation of new indebtedness or the satisfaction, discharge or extinguishment of the debt secured by the Loan
Documents.


 


13.         Third
Party Beneficiary Status of Berkadia. New Borrower, Original Borrower, Original Guarantor and New Guarantor hereby each acknowledges
and agrees that Berkadia, its successors and assigns, are all intended third party beneficiaries of this Agreement.


 


14.         Bankruptcy
Remote Single Purpose Entities. New Borrower is currently a bankruptcy-remote single purpose entity and will take all necessary
company action (including, but not limited to, revising and filing charter and control documents in form, substance and structure
as may be reasonably required by Lender) in order for the New Borrower to continue as a bankruptcy-remote single purpose entity.


 


15.         Compliance
with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. For the avoidance of doubt, New Borrower shall comply
with the requirements of Section 4.32 of the Loan Agreement.


 


16.         Fees.
Original Borrower, New Borrower and Lender have agreed that, simultaneously with the execution hereof, all fees, costs, and charges
arising in connection with the execution of this Agreement, including without limitation, all reasonable attorneys’ fees,
title company fees, title insurance premiums, recording costs, assumption and/or transfer fees and other closing costs incurred
by Lender in connection with this Agreement, will be paid as of the Effective Date, and that Lender shall have no obligation whatsoever
for payment thereof. New Borrower acknowledges and agrees that none of the fees, costs, and charges paid in connection with the
execution of this Agreement shall be applied to or set off against the principal balance of the Note.


 


17.         Miscellaneous.


 


(a)          Choice
of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York pursuant to
Section 5-1401 of the New York General Obligations Law.


 


(b)          Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


(c)          Modifications.
No change or modification of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.


 


(d)          Complete
Agreement. This Agreement and the Loan Documents represent the complete agreement among the parties with regard to the items
set forth herein, and there are no representations, covenants, warranties, agreements or conditions, oral or written, between the
parties not set forth in this Agreement and the Loan Documents.


 




    	Assumption Agreement (Mezzanine)
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(e)          Headings,
Schedules and Exhibits. The Article and/or Section headings in this Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby
incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.


 


(f)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when taken together shall be deemed an original, but
all of which shall together constitute one and the same instrument.


 


(g)          Joint
and Several Liability. If New Borrower consists of more than one person or entity, each is jointly and severally liable to
perform the obligations of New Borrower hereunder, and all representations, warranties, covenants and agreements made by New Borrower
are joint and several.


 


18.         Supremacy
Clause. It is hereby agreed that the terms and conditions of the Note and other Loan Documents, as modified by this Agreement,
shall remain in full force and effect and shall be binding upon New Borrower. It is understood and agreed that in the event there
are any conflicting or omitted provisions or variations between the terms, conditions, rights, or remedies in the Note or any other
Loan Document (other than this Agreement) and the terms of this Agreement, those terms, conditions, rights or remedies which are
most favorable to Lender shall remain in full force and effect and shall prevail. A default under the terms and conditions of this
Agreement shall constitute a default under the terms and conditions of the Note and other Loan Documents.


 


19.         Waiver
of Trial by Jury. ORIGINAL BORROWER, NEW BORROWER, ORIGINAL GUARANTOR AND NEW GUARANTOR EACH HEREBY AGREES NOT TO ELECT A TRIAL
BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL
NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO
FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.


 


20.         Further
Assurances. Original Borrower, Original Guarantor, New Borrower and New Guarantor shall cooperate with Lender and shall execute
and deliver, or cause to be executed and delivered, all such other documents and instruments, and shall take all such other action
that Lender may request from time to time in order to accomplish and satisfy the provisions and purposes of this Agreement, including
such confirmations and/or corrective instruments as Lender reasonably may require, provided that such documents, instruments or
actions shall not increase the liabilities or obligations of Original Borrower, Original Guarantor, New Borrower or New Guarantor
under this Agreement of any of the other Loan Documents.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	18	 



    	 



    

 


21.         Modification
to Loan Documents. From and after the Effective Date, New Borrower and Lender hereby agree that the Loan Documents are hereby
amended as follows:


 


		(a)	The defined term “Loan Party” as provided
in Section 1.1 of the Loan Agreement shall include SPC Party.



 


		(b)	The defined term “Pledged Collateral” as
provided in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:



 


“Pledged
Collateral” shall mean (A) the 100% ownership interest of Borrower in (i) ARC Hospitality Portfolio I Owner, LLC,
a Delaware limited liability company, (ii) ARC Hospitality Portfolio I BHGL Owner, LLC, a Delaware limited liability company, (iii)
ARC Hospitality Portfolio I PXGL Owner, LLC, a Delaware limited liability company, (iv) ARC Hospitality Portfolio I GBGL Owner,
LLC, a Delaware limited liability company, (v) ARC Hospitality Portfolio I NFGL Owner, LLC, a Delaware limited liability company,
(vi) ARC Hospitality Portfolio I MBGL 1000 Owner, LLC, a Delaware limited liability company, (vii) ARC Hospitality Portfolio I
MBGL 950 Owner, LLC, a Delaware limited liability company, (viii) ARC Hospitality Portfolio I NTC Owner, LP, a Delaware limited
partnership, (ix) ARC Hospitality Portfolio I DLGL Owner, LP, a Delaware limited partnership, and (x) ARC Hospitality Portfolio
I SAGL Owner, LP, a Delaware limited partnership, and (B) the 100% ownership interest of Borrower in ARC Hospitality Portfolio
I NTC Owner GP, LLC, a Delaware limited liability company and the general partner of (i) ARC Hospitality Portfolio I NTC Owner,
LP, a Delaware limited partnership, (ii) ARC Hospitality Portfolio I DLGL Owner, LP, a Delaware limited partnership, and (iii)
ARC Hospitality Portfolio I SAGL Owner, LP, a Delaware limited partnership.


 


		(a)	Schedule I of the Loan Agreement is hereby
deleted in its entirety and replaced with that certain schedule of Individual Properties and Allocated Loan Amounts attached hereto
as Exhibit A.



 


		(b)	Schedule I-M1 of the Loan Agreement is
hereby deleted in its entirety and replaced with that certain schedule of Mortgage Loan Allocated Loan Amounts attached hereto
as Exhibit B.



 


		(c)	Schedule III to the Loan Agreement is hereby
deleted in its entirety and replaced with that certain Organizational Chart of New Borrower and Tax ID Numbers attached hereto
as Exhibit C and by this reference incorporated herein.



 


		(d)	Schedule VI to the Loan Agreement is hereby
deleted in its entirety and replaced with that certain schedule of Intellectual Property/Websites attached hereto as Exhibit
D and by this reference incorporated herein.



 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	19	 



    	 



    

 


		(e)	Schedule VIII to the Loan Agreement is
hereby amended to include the additional documents pertaining to the Ground Leases listed on that certain schedule of additional
Ground Lease documents attached hereto as Exhibit E and by this reference incorporated herein.



 


		(f)	Schedule XI to the Loan Agreement is hereby
deleted in its entirety and replaced with that certain Rent Roll attached hereto as Exhibit F and by this reference
incorporated herein.



 


		(g)	Schedule XII to the Loan Agreement is hereby
deleted in its entirety and replaced with that certain schedule of Franchise Agreements attached hereto as Exhibit G
and by this reference incorporated herein.



 


		(h)	Schedule XVII to the Loan Agreement is
hereby deleted in its entirety and replaced with that certain schedule of Expiring Franchise Properties attached hereto as Exhibit
H and by this reference incorporated herein.



 


		(i)	Schedule XVIII to the Loan Agreement is
hereby deleted in its entirety and replaced with that certain Scheduled PIP attached hereto as Exhibit I and by
this reference incorporated herein.



 


		(j)	Schedule XXI to the Loan Agreement is hereby
deleted in its entirety and replaced with that certain PIP Work Other Than Scheduled PIP attached hereto as Exhibit J
and by this reference incorporated herein.



 


		(k)	The term “ARC Hospitality” as defined in
Section 4.14.2(b) of the Loan Agreement shall mean American Realty Capital Hospitality Properties, LLC or American Realty Capital
Hospitality Grace Portfolio, LLC, a Delaware limited liability company, a wholly-owned subsidiary of American Realty Capital Hospitality
Properties, LLC.



 


		(l)	Section 10.4(a) of the Loan Agreement is hereby modified
by deleting “CT Corporation System, 111 Eighth Avenue, New York, New York 10011” and replacing it with “Corporation
Service Company, 1180 Avenue of the Americas, Suite
210, New York, New York 10036-8401”.



 


		(m)	For the avoidance of doubt, ARC Hospitality Portfolio
I Mezz GP, LLC, a Delaware limited liability company, the general partner of Borrower shall be deemed to be an SPC Party under
the Loan Agreement and the other Loan Documents.



 


		(n)	The provisions provided on Schedule III
attached hereto and by this reference incorporated herein are hereby deleted in their entirety and restated or amended and restated
as provided therein to incorporate references to the SPC Party.



 


		(o)	Section 7.2(g)(iv) of the Loan Agreement is hereby deleted
in its entirety.



 







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IN WITNESS WHEREOF, the parties hereto have executed
this Assumption and Release Agreement as of the day and year first above written.


 


	 	ORIGINAL BORROWER:
	 	 
	 	WNT Mezz I, LLC, a Delaware limited liability

company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


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    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


	 	NEW BORROWER:
	 	 
	 	ARC Hospitality Portfolio I Mezz, LP,

a Delaware limited partnership
	 	 	 
	 	By:	ARC Hospitality Portfolio I NTC Owner 
	 	 	GP, LLC, a Delaware limited liability
	 	 	Company
	 	 	 
	 	 	By:	 
	 	 	Name:	Jonathan Mehlman
	 	 	Title:	CEO and President


 


[Signatures continue on next page]


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


 


	 	LENDER:
	 	 
	 	U.S.
    Bank National Association, as Trustee for the Registered Holders of EQTY 2014-MZ Mezzanine Trust, Commercial
    Mezzanine Pass- Through Certificates
	 	 
	 	By:	KeyBank National Association
	 	 	 
	 	Its:	Master Servicer
	 	 	 	 
	 	 	By:	Berkadia Commercial Mortgage LLC,

a Delaware limited liability company
	 	 	 	 
	 	 	Its:	Subservicer 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Gary A. Routzahn
	 	 	 	 	Authorized Representative


 


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    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 





	 	ORIGINAL GUARANTOR:
	 	 
	 	Whitehall Street Global Real

Estate Limited Partnership 2007, a

Delaware limited partnership
	 	 
	 	By:	WH Advisors, L.L.C. 2007, a Delaware

limited liability company, its General

Partner
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Whitehall Parallel Global Real

Estate Limited Partnership 2007, a

Delaware limited partnership
	 	 	 
	 	By:	WH Advisors, L.L.C. 2007, a Delaware

limited liability company, its General

Partner
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 


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Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


	 	NEW GUARANTOR:
	 	 
	 	American Realty Capital

Hospitality Operating Partnership,

L.P., a Delaware limited partnership
	 	 
	 	By:	American Realty Capital Hospitality Trust,

Inc., a Maryland corporation, its general

partner
	 	 	 	 
	 	 	By:	 
	 	 	Name: 	Jonathan Mehlman
	 	 	Title:	CEO and President
	 	 	 	 
	 	American Realty Capital

Hospitality Trust, Inc., a Maryland

corporation
	 	 
	 	By:	 
	 	Name:	Jonathan Mehlman
	 	Title:	CEO and President


 


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on next page]


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


			



	 	Whitehall Street Global Real

Estate Limited Partnership 2007, a

Delaware limited partnership
	 	 
	 	By:	WH Advisors, L.L.C. 2007, a Delaware

limited liability company, its General

Partner
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Whitehall Parallel Global Real

Estate Limited Partnership 2007, a

Delaware limited partnership
	 	 
	 	By:	WH Advisors, L.L.C. 2007, a Delaware

limited liability company, its General

Partner
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


SCHEDULE I


 


Operating Lease Agreements


 


(see attached)


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


SCHEDULE II


 


Management Agreements


 


(see attached)


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


SCHEDULE III


 


Provisions Regarding SPC Party


 


(a)                         Section 3.1.1 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:


 


3.1.1 Organization; Special
Purpose. Each of Borrower, SPC Party and each Individual Owner is duly organized, validly existing and in good standing
with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions
in which the ownership or lease of its property or the conduct of its business requires such qualification, and Borrower has taken
all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it,
and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions
contemplated hereby. Each of Borrower, SPC Party and each Individual Owner is, and at all times since the date of its formation
has been (but only to the extent that the applicable requirements set forth in Schedule V speak of a time prior to the Closing
Date), a Special Purpose Bankruptcy Remote Entity. Borrower has provided Lender with true, correct and complete copies of Borrower's,
SPC Party’s and each Individual Owner's current (and since the date of its inception) organizational documents.


 


(b)                         Section 3.1.2 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:


 


3.1.2 Proceedings; Enforceability.
This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and constitute a legal,
valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense
by Borrower, any SPC Party, any Individual Owner or any Guarantor including the defense of usury, nor would the operation of any
of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), and none of Borrower, and SPC Party, any Individual Owner or any Guarantor have asserted any
right of rescission, set-off, counterclaim or defense with respect thereto.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


(c)                         Section
3.1.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


3.1.4 Litigation. There
is no action, suit, proceeding or investigation pending or, to Borrower's knowledge, threatened in writing against Borrower, any
SPC Party, any Individual Owner, any Guarantor, Manager (but only as it relates to any Individual Property), the Collateral or
any Individual Property in any court or by or before any other Governmental Authority which, if adversely determined, is reasonably
likely to materially and adversely affect the condition (financial or otherwise) or business of Borrower (including the ability
of Borrower to carry out the transactions contemplated by this Agreement), such SPC Party, such Individual Owner, any Guarantor
(including the ability of any Guarantor to perform its obligations under the Guaranty), Manager (but only as it relates to any
Individual Property, including such Manager's ability to perform its obligations under any Management Agreement), the Collateral
or the condition or ownership of such Individual Property.


 


(d)                         Section
4.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


Section 4.4 Special Purpose.
Without in any way limiting the provisions of this Article 4, Borrower hereby represents and warrants to, and covenants
with, Lender that since the date of Borrower's, each SPC Party’s, each Individual Owner's, each Individual Owner's general
partner's, and each Liquor Subsidiary's (as defined in the Mortgage Loan Agreement) formation and at all times on and after the
date hereof and until such time as the Obligations shall be paid and performed in full, Borrower, each SPC Party, each Individual
Owner and each Liquor Subsidiary has at all times been and shall at all times be a Special Purpose Bankruptcy Remote Entity. Neither
Borrower, any SPC Party, any Individual Owner, any Individual Owner's general partner nor any Liquor Subsidiary shall directly
or indirectly make any change, amendment or modification to its organizational documents, or otherwise take any action which could
result in Borrower, any SPC Party, any Individual Owner, any Individual Owner's general partner, or any Liquor Subsidiary not being
a Special Purpose Bankruptcy Remote Entity.


 


(e)                         Section
4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


Section 4.5 Existence; Compliance
with Legal Requirements. Each of Borrower, each SPC Party and each Individual Owner shall do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its existence and all rights, licenses, permits, franchises and
all applicable governmental authorizations necessary for the operation of the Properties and comply with all Legal Requirements
applicable to it, the Collateral and the Properties.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


(f)                         Section
4.7 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


Section 4.7 Litigation.
Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened in writing against
any Individual Property, the Collateral, Borrower, any SPC Party, any Individual Owner or Manager (but only as it relates to any
Individual Property and only if Borrower has received notice of any such litigation or governmental proceedings) which might materially
adversely affect such Individual Property or the Collateral or Borrower's, such SPC Party’s, such Individual Owner's or Manager's
condition (financial or otherwise) or business (including Borrower's ability to perform its Obligations hereunder or under the
other Loan Documents but, in the case of Manager's condition or business, only to the extent Borrower has a reasonable belief that
such litigation or proceeding might materially adversely affect Manager's condition or business).


 


(g)                         Section
4.23 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


Section 4.23 Dissolution.
Borrower shall not and shall not permit Owner to (i) engage in any dissolution, liquidation or consolidation or merger with or
into any other business entity, (ii) engage in any business activity not related to the ownership and operation of the Properties
and the Collateral, (iii) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially
all of the property or assets of Borrower except to the extent expressly permitted by the Loan Documents and the Mortgage Loan
Documents, or (iv) cause, permit or suffer any SPC Party to (A) dissolve, wind up or liquidate or take any action, or omit to take
any action, as a result of which SPC Party or Owner would be dissolved, wound up or liquidated in whole or in part, or (B) amend,
modify, waive or terminate, the certificate of incorporation, bylaws, certificate of formation or operating agreement of such SPC
Party or Owner, in each case without obtaining the prior consent of Lender.


 


(h)                         Section
8.1(vii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


if Borrower, any SPC Party, Guarantor,
any Individual Owner or Approved Mezzanine Borrower shall make an assignment for the benefit of creditors;


 


(i)                         Section
8.1(viii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


if a receiver, liquidator or trustee
shall be appointed for Borrower, any Guarantor, any SPC Party, any Individual Owner or Approved Mezzanine Borrower, or if Borrower,
any SPC Party, any Guarantor, any Individual Owner or any Approved Mezzanine Borrower shall be adjudicated a bankrupt or insolvent,
or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or
state law, shall be filed by or against,


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


consented to, or acquiesced in by,
Borrower, any SPC Party, any Guarantor, any Individual Owner or any Approved Mezzanine Borrower or if any proceeding for the dissolution
or liquidation of Borrower, any SPC Party, any Guarantor, any Individual Owner or any Approved Mezzanine Borrower shall be instituted,
or if Borrower or Owner or any Approved Mezzanine Borrower is substantively consolidated with any other Person; provided, however,
if such appointment, adjudication, petition, proceeding or consolidation was involuntary and not consented to by Borrower, such
SPC Party, any Guarantor, or such Individual Owner, upon the same not being discharged, stayed or dismissed within ninety (90)
days following its filing;


 


(j)                         The fifth line of the first paragraph
of Section 10.1 of the Loan Agreement is hereby amended to add “any SPC Party,” before the word “Owner”.


 


(k)                         The last paragraph of Section 10.1
the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


Notwithstanding anything to the contrary
in this Agreement or any of the other Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may
have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of
the Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lender in accordance
with the Loan Documents, and (B) the Obligations shall be fully recourse to Borrower (and guaranteed by any Guarantor pursuant
to the Guaranty) in the event that any of the following occur (each, a "Springing Recourse Event"): (i)
Borrower or Owner fails to obtain Lender's prior consent to any financing for borrowed money secured by the Collateral or any Individual
Property, or any voluntary conveyance of a mortgage, deed of trust, security deed, security agreement or similar grant by Borrower
or Owner of a voluntary Lien upon any Individual Property or the Collateral, or any voluntary granting of a security interest in,
voluntary pledge of or other voluntary Lien upon any direct or indirect equity interest in any Individual Owner, and SPC Party,
or any Mezzanine Borrower, in each case, as security for any obligations or liabilities that is not permitted under the Loan Documents
(excluding, for the avoidance of doubt, the security interests, pledges or Liens granted under the Mortgage Loan Documents securing
the Mortgage Loan, the Loan Documents securing the Loan or the Approved Mezzanine Loan Documents securing the Approved Mezzanine
Loan); (ii) Borrower or Owner fails to obtain Lender's prior consent to (a) any voluntary transfer of any Individual Property or
the Collateral that is not permitted under the Loan Documents or (b) any voluntary transfer of a direct or indirect interest in
Borrower or Owner that results in a change of control of Borrower or Owner that is not permitted under the Loan Documents (specifically
excluding from this clause (ii): (x) any transfer of the direct ownership interests in any Individual Owner, any SPC Party
or any Mezzanine Borrower to any Mezzanine Lender or its designee as a result of any foreclosure upon such ownership interests
(or transfer-in-lieu of foreclosure of the ownership interests that are the collateral for the applicable Mezzanine Loan), consummated
in accordance with the applicable Mezzanine Loan Documents) and (y) any Qualified Preferred Equity


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


Vehicle Change of Control consummated
in accordance with Section 7.2(k) hereof; (iii) Borrower, any SPC Party, any Individual Owner and/or Approved Mezzanine
Borrower, files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, subject
to a maximum aggregate liability equal to the BK Cap; (iv) the filing of an involuntary petition against Borrower, any SPC Party,
any Individual Owner and/or Approved Mezzanine Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency
law by any other Person in which Borrower, any SPC Party, any Individual Owner and/or Approved Mezzanine Borrower colludes with
or otherwise assists such Person, and/or Borrower, any SPC Party, any Individual Owner and/or Approved Mezzanine Borrower solicits
or causes to be solicited petitioning creditors for any involuntary petition against Borrower, any SPC Party, any Individual Owner
and/or Approved Mezzanine Borrower by any Person, subject to a maximum aggregate liability equal to the BK Cap; (v) Borrower, any
SPC Party, any Individual Owner and/or Approved Mezzanine Borrower files an answer consenting to, or joining in, any involuntary
petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency
law, subject to a maximum aggregate liability equal to the BK Cap; (vi) Borrower, any Individual Owner or Approved Mezzanine Borrower
or any Affiliate, officer, director or representative which controls Borrower, such Individual Owner or Approved Mezzanine Borrower,
as the case may be, consents to, or joins in, an application for the appointment of a custodian, receiver, trustee or examiner
for Borrower, such Individual Owner and/or any portion of any Individual Property, the Collateral or Approved Mezzanine Borrower,
as the case may be, subject to a maximum aggregate liability equal to the BK Cap; (vii) Borrower, any SPC Party, any Individual
Owner and/or Approved Mezzanine Borrower makes an assignment for the benefit of creditors or admits, in any legal proceeding, its
insolvency or inability to pay its debts as they become due, subject to a maximum aggregate liability equal to the BK Cap; (viii)
Borrower fails to comply with the provisions of Section 4.4 or Schedule V of this Agreement (other than those
relating to solvency or adequacy of capital or adequacy of cash flow), and such failure results in an order of substantive consolidation
of Borrower or one (1) or more of the Individual Owners with any other Person (other than another Individual Owner or the Liquor
Subsidiary) in a bankruptcy or similar proceeding under the Bankruptcy Code or any other federal or state bankruptcy or insolvency
law, subject to a maximum liability equal to the BK Cap; or (ix) such third party's claim of ownership of, or a Lien upon, the
Pledged Securities is fully and finally disposed of in favor of such third party, whether such disposition shall occur prior to
or after a foreclosure on the Collateral by Lender.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


(l)                         Schedule
V(o) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


(o)       (1)         If
Borrower is a limited partnership, Borrower's general partner ("SPC Party") has been and
shall be a Delaware limited liability company or a corporation formed under the laws of any jurisdiction of the United States,
and SPC Party (i) has caused and will cause Borrower to be a Special Purpose Bankruptcy Remote Entity; (ii) has complied and will
at all times comply with each of the representations, warranties and covenants contained on this Schedule V (other
than subsections (a), (b) and (d)) as if such representation, warranty or covenant was made directly by SPC Party; (iii)
has not engaged and will not engage in any business or activity other than owning an interest in Borrower; (iv) has not acquired
or owned and will not acquire or own any assets other than its partnership interest in Borrower; (v) has not incurred and will
not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) other than unsecured trade
payables incurred in the ordinary course of business related to the ownership of an interest in Borrower that (A) do not exceed
at any one time $50,000.00, and (B) are paid within ninety (90) days after the date incurred; provided that it shall not be a breach
of this subsection (o)(1) to the extent that Borrower has (or had) sufficient cash flow (without giving effect to any Trigger Period)
to make distributions to SPC Party for the payment of unsecured trade payables but such cash flow is (or was) not made available
to Borrower for distribution during a Trigger Period or during the continuance of an Event of Default (or during similar periods
under the documentation for the Prior Loans); and (vi) has no contingent or actual obligations not related to the ownership of
limited partnership interest in Borrower's. Upon the withdrawal or the disassociation of SPC Party from Borrower, Borrower shall
immediately appoint a new SPC Party whose articles or certificate of formation or incorporation are substantially similar to those
of SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to
the new SPC Party and its equity owners.


 


(2)         The
organizational documents of SPC Party or, if Borrower is a limited liability company, Borrower shall provide that at all times
there shall be (and Borrower shall at all times cause there to be) at least two (2) duly appointed Independent Directors or Independent
Managers. In addition, the organizational documents of Borrower and SPC Party shall provide that no Independent Director or Independent
Manager (as applicable) of Borrower or SPC Party may be removed or replaced without Cause and unless Borrower or SPC Party, as
applicable, provides Lender with not less than three (3) Business Days' prior written notice of (a) any proposed removal of an
Independent Director or Independent Manager (as applicable), together with a statement as to the reasons for such removal, and
(b) the identity of the proposed replacement Independent Director or Independent Manager (as applicable), together with a certification
that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director or Independent
Manager (as applicable).


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


(m)                          Schedule
V(p) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


(p)          The
organizational documents of Borrower and SPC Party shall also provide an express acknowledgment that Lender is an intended third-party
beneficiary of the "special purpose" provisions of such organizational documents.


 


(n)                         Schedule
V(q) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


(q)          The
organizational documents of Borrower, if Borrower is a limited liability company, and SPC Party shall provide that such Person
shall not take any action which, under the terms of any certificate of formation, limited liability company operating agreement
or any voting trust agreement, requires a unanimous vote of (A) the sole member of Borrower or SPC Party, as applicable (each,
a "Sole Member"), (B) the board of directors of Borrower or SPC Party, as applicable, or
(C) the committee of managers of Borrower or SPC Party, as applicable, designated to manage the business affairs of Borrower or
SPC Party, as applicable (each, a "Committee"), unless at the time of such action there shall
be at least two (2) duly appointed Independent Directors or Independent Managers and all such Independent Directors or Independent
Managers (as applicable) have participated in such vote. The organizational documents of Borrower, if Borrower is a limited liability
company, and SPC Party shall provide that actions requiring such unanimous written consent, including the Independent Directors
or Independent Managers (as applicable), shall include each of the following with respect to Borrower, if Borrower is a limited
liability company, and SPC Party: (i) filing or consenting to the filing of any petition, either voluntary or involuntary, to take
advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (ii) seeking or consenting to the appointment
of a receiver, liquidator or any similar official of Borrower or a substantial part of its business, (iii) making an assignment
for the benefit of creditors, (iv) admitting in writing its inability to pay debts generally as they become due, or (v) taking
any action in furtherance of the foregoing. In addition, the organizational documents of Borrower, if Borrower is a limited liability
company, and SPC Party shall provide that, when voting with respect to any matters set forth in the immediately preceding sentence
of this clause (q), the Independent Directors or Independent Managers (as applicable) shall consider only the interests
of Borrower, including its creditors. Borrower and SPC Party shall not take any of the foregoing actions without the unanimous
written consent of its board of directors, its member(s) or the Committee, as applicable, including (or together with) all Independent
Directors or Independent Managers, as applicable. Without limiting the generality of the foregoing, such documents shall expressly
provide that, to the greatest extent permitted by law, except for duties to Borrower (including duties to Borrower's equity holders
solely to the extent of their respective economic interests in Borrower and to Borrower's creditors as set forth in the immediately
preceding sentence), such Independent Directors or Independent Managers (as applicable) shall not owe any fiduciary duties to,
and shall not consider, in acting


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


or otherwise voting on any matter
for which their approval is required, the interests of (i) Borrower or SPC Party equity holders, (ii) other Affiliates of Borrower,
or (iii) any group of Affiliates of which Borrower is a part); provided, however, the foregoing shall not eliminate the implied
contractual covenant of good faith and fair dealing.


 


(n)                         Schedule
V(r) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


(r)          The
organizational documents of Borrower and SPC Party, as applicable, shall provide that, as long as any portion of the Obligations
remains outstanding, upon the occurrence of any event that causes Sole Member of Borrower or SPC Party, as applicable, to cease
to be a member of Borrower or SPC Party, as applicable, (other than (i) upon an assignment by Sole Member of all of its limited
liability company interest in Borrower or SPC Party, as applicable, and the admission of the transferee, if permitted pursuant
to the organizational documents of Borrower or SPC Party, as applicable, and the Loan Documents, or (ii) the resignation of Sole
Member and the admission of an additional member of Borrower or SPC Party, as applicable, if permitted pursuant to the organizational
documents of Borrower or SPC Party, as applicable, and the Loan Documents), each of the persons acting as an Independent Director
or Independent Manager (as applicable) of Borrower or SPC Party, as applicable, shall, without any action of any Person and simultaneously
with Sole Member ceasing to be a member of Borrower or SPC Party, as applicable, automatically be admitted as members of Borrower
(in each case, individually, a "Special Member" and collectively, the "Special
Members") and shall preserve and continue the existence of Borrower or SPC Party, as applicable, without dissolution.
The organizational documents of Borrower or SPC Party, as applicable, shall further provide that for so long as any portion of
the Obligations is outstanding, no Special Member may resign or transfer its rights as Special Member unless (i) a successor Special
Member has been admitted to Borrower or SPC Party, as applicable, as a Special Member, and (ii) such successor Special Member has
also accepted its appointment as an Independent Director or Independent Manager (as applicable).


 


(o)                         Schedule
V(s) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


(s)          The
organizational documents of Borrower or SPC Party, as applicable, shall provide that, as long as any portion of the Obligations
remains outstanding, except as expressly permitted pursuant to the terms of this Agreement, (i) Sole Member may not resign, and
(ii) no additional member shall be admitted to Borrower or SPC Party, as applicable.


 


(p)                         Schedule
V(t) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


The organizational documents of Borrower
or SPC Party, as applicable, shall provide that, as long as any portion of the Obligations remains outstanding: (i) Borrower or
SPC Party, as applicable, shall be dissolved, and its affairs shall be wound up, only upon the first to occur of the following:
(A) the termination of the legal existence of the last remaining member of Borrower or SPC Party, as applicable, or the occurrence
of any other event which terminates the continued membership of the last remaining member of Borrower or SPC Party, as applicable,
in Borrower or SPC Party, as applicable, unless the business of Borrower or SPC Party, as applicable, is continued in a manner
permitted by its operating agreement or the Delaware Limited Liability Company Act (the "Act"), or (B)
the entry of a decree of judicial dissolution under Section 18-802 of the Act; (ii) upon the occurrence of any event that causes
the last remaining member of Borrower or SPC Party, as applicable, to cease to be a member of Borrower or SPC Party, as applicable,
or that causes Sole Member to cease to be a member of Borrower or SPC Party, as applicable (other than (A) upon an assignment by
Sole Member of all of its limited liability company interest in Borrower or SPC Party, as applicable, and the admission of the
transferee, if permitted pursuant to the organizational documents of Borrower or SPC Party, as applicable, and the Loan Documents,
or (B) the resignation of Sole Member and the admission of an additional member of Borrower or SPC Party, as applicable, if permitted
pursuant to the organizational documents of Borrower or SPC Party, as applicable, and the Loan Documents), to the fullest extent
permitted by law, the personal representative of such last remaining member shall be authorized to, and shall, within ninety (90)
days after the occurrence of the event that terminated the continued membership of such member in Borrower, agree in writing (I)
to continue the existence of Borrower or SPC Party, as applicable, and (II) to the admission of the personal representative or
its nominee or designee, as the case may be, as a substitute member of Borrower or SPC Party, as applicable, effective as of the
occurrence of the event that terminated the continued membership of such member in Borrower or SPC Party, as applicable; (iii)
the bankruptcy of Sole Member or a Special Member shall not cause such Sole Member or Special Member, respectively, to cease to
be a member of Borrower or SPC Party, as applicable, and upon the occurrence of such an event, the business of Borrower or SPC
Party, as applicable, shall continue without dissolution; (iv) in the event of the dissolution of Borrower or SPC Party, as applicable,
Borrower or SPC Party, as applicable, shall conduct only such activities as are necessary to wind up its affairs (including the
sale of the assets of Borrower or SPC Party, as applicable, in an orderly manner), and the assets of Borrower or SPC Party, as
applicable, shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; and (v) to the
fullest extent permitted by law, each of Sole Member and the Special Members shall irrevocably waive any right or power that they
might have to cause Borrower or SPC Party, as applicable, or any of its assets to be partitioned, to cause the appointment of a
receiver for all or any portion of the assets of Borrower or SPC Party, as applicable, to compel any sale of all or any portion
of the assets of Borrower or SPC Party, as applicable, pursuant to any applicable law or to file a


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


complaint or to institute any proceeding
at law or in equity to cause the dissolution, liquidation, winding up or termination of Borrower or SPC Party, as applicable.


 


(q)                         Schedule V(ee) of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:


 


(ee) Borrower and the
Independent Directors or Independent Manager (as applicable) will consider the interests of Borrower's creditors in connection
with all limited liability company actions. Without limiting the generality of the foregoing to the greatest extent permitted by
law, except for duties to Borrower (including duties to Borrower's equity holders solely to the extent of their respective economic
interests in Borrower and to Borrower's creditors as set forth in the immediately preceding sentence), such Independent Directors
shall not owe any fiduciary duties to, and shall not consider, in acting or otherwise voting on any matter for which their approval
is required, the interests of (i) the members of Borrower or SPC Party, (ii) other Affiliates of Borrower, or (iii) any group of
Affiliates of which Borrower is a part); provided, however, the foregoing shall not eliminate the implied contractual covenant
of good faith and fair dealing.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT A


 


Individual Properties and Allocated Loan
Amounts


 


	Individual Property Name	 	Allocated Loan

Amount	 
	Hampton Inn Morgantown	 	 	 1 ,160,037	 
	Hampton Inn Beckley	 	 	1,419,747	 
	 	 	 	 	 
	Hyatt Place Richmond Innsbrook	 	 	683,903	 
	Hampton Inn Norfolk-Naval Base	 	 	328,966	 
	Fairfield Inn & Suites by Marriott Dallas Medical Market Center	 	 	827,382	 
	Courtyard by Marriott Dallas Medical Market Center	 	 	1,601,544	 
	SpringHill Suites by Marriott Austin Round Rock	 	 	744,502	 
	Hilton Garden Inn Austin Round Rock	 	 	1,082,124	 
	SpringHill Suites by Marriott San Antonio Medical Center Northwest	 	 	502,106	 
	SpringHill Suites by Marriott Houston Hobby Airport	 	 	1,004,212	 
	Hampton Inn Dallas-Addison	 	 	857,043	 
	Homewood Suites by Hilton San Antonio-Northwest	 	 	1,255,264	 
	Hampton Inn & Suites Nashville Franklin Cool Springs	 	 	1,791,998	 
	Courtyard by Marriott Knoxville Cedar Bluff	 	 	969,584	 
	Residence Inn by Marriott Chattanooga Downtown	 	 	952,270	 
	Residence Inn by Marriott Knoxville Cedar Bluff	 	 	891,671	 
	Hyatt Place Nashville Franklin Cool Springs	 	 	1,298,549	 
	Hyatt Place Memphis Wolfchase Galleria	 	 	891,671	 
	Homewood Suites by Hilton Memphis-Germantown	 	 	657,932	 
	Hampton Inn Memphis-Poplar	 	 	1,108,095	 
	Hampton Inn Pickwick Dam at Shiloh Falls	 	 	181,797	 
	Hampton Inn Chattanooga Airport I-75	 	 	383,178	 
	Hampton Inn Columbia I-26 Airport	 	 	467,478	 
	Hampton Inn Charleston-Airport Coliseum	 	 	320,025	 
	Holiday Inn Charleston Mount Pleasant	 	 	917,642	 
	Hampton Inn Scranton at Montage Mountain	 	 	986,898	 
	Hampton Inn State College	 	 	1,004,212	 
	Residence Inn by Marriott Portland Downtown Lloyd Center	 	 	2,813,524	 
	 	 	 	 	 
	 	 	 	 	 
	Hyatt Place Columbus Worthington	 	 	744,502	 
	Hyatt Place Cincinnati Blue Ash	 	 	588,676	 
	Hampton Inn Columbus Dublin	 	 	978,241	 
	Hampton Inn Cleveland-Westlake	 	 	1,073,467	 



 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    




	Hampton Inn Albany-Wolf Road (Airport)	 	 	1,437,061	 
	Hyatt Place Las Vegas	 	 	1,584,230	 
	Hyatt Place Albuquerque Uptown	 	 	1,298,549	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Courtyard by Marriott Asheville	 	 	1,108,095	 
	Hampton Inn Fayetteville I-95	 	 	452,718	 
	Hampton Inn Charlotte-Gastonia	 	 	883,014	 
	Hampton Inn St. Louis Westport	 	 	666,589	 
	Hampton Inn Kansas City-Airport	 	 	813,758	 
	Hyatt Place Minneapolis Airport-South	 	 	1,056,153	 
	 	 	 	 	 
	SpringHill Suites by Marriott Grand Rapids North	 	 	934,956	 
	Hampton Inn Grand Rapids-North	 	 	1,038,839	 
	Hampton Inn Detroit Madison Heights South Troy	 	 	1,056,153	 
	Hampton Inn Detroit Northville	 	 	779,130	 
	Hyatt Place Baltimore BWI Airport	 	 	865,700	 
	Hampton Inn Baltimore Glen Burnie	 	 	233,739	 
	Homewood Suites by Hilton Boston-Peabody	 	 	796,444	 
	Hampton Inn Boston Peabody	 	 	1,168,694	 
	Hyatt Place Baton Rouge I-10	 	 	986,898	 
	Residence Inn by Marriott Lexington South Hamburg Place	 	 	1,056,153	 
	SpringHill Suites by Marriott Lexington Near the University of Kentucky	 	 	1,237,950	 
	Courtyard by Marriott Louisville Downtown	 	 	2,337,389	 
	Courtyard by Marriott Lexington South Hamburg Place	 	 	1,211,979	 
	Courtyard by Marriott Bowling Green Convention Center	 	 	995,555	 
	Hyatt Place Kansas City Overland Park Metcalf	 	 	701,217	 
	Hampton Inn Kansas City Overland Park	 	 	320,025	 
	Hyatt Place Indianapolis Keystone	 	 	995,555	 
	Courtyard by Marriott Chicago Elmhurst Oakbrook Area	 	 	934,956	 
	Homewood Suites by Hilton Chicago Downtown	 	 	5,746,968	 
	Hampton Inn Chicago Gurnee	 	 	995,555	 
	Residence Inn by Marriott Boise Downtown	 	 	753,159	 
	Fairfield Inn & Suites by Marriott Atlanta Vinings	 	 	796,444	 
	Residence Inn by Marriott Macon	 	 	476,135	 
	Residence Inn by Marriott Savannah Midtown	 	 	675,246	 
	Courtyard by Marriott Athens Downtown	 	 	770,473	 
	Hampton Inn Columbus-Airport	 	 	218,554	 








    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    




	Embassy Suites by Hilton Orlando - International Drive Jamaican Court	 	 	1,800,655	 
	Residence Inn by Marriott Tampa North I-75 Fletcher	 	 	822,415	 
	Courtyard by Marriott Orlando Altamonte Springs Maitland	 	 	1,142,723	 
	Courtyard by Marriott Sarasota Bradenton Airport	 	 	761,816	 
	Residence Inn by Marriott Sarasota Bradenton	 	 	891,671	 
	Courtyard by Marriott Jacksonville Airport Northeast	 	 	444,913	 
	Hampton Inn Palm Beach Gardens	 	 	1,817,969	 
	Hampton Inn Boca Raton-Deerfield Beach	 	 	1,168,694	 
	Hampton Inn & Suites Boynton Beach	 	 	2,501,872	 
	Hampton Inn Boca Raton	 	 	1,246,607	 
	Courtyard by Marriott Gainesville	 	 	1,073,467	 
	Residence Inn by Marriott Tampa Sabal Park Brandon	 	 	1,038,839	 
	Holiday Inn Express & Suites Kendall East	 	 	848,386	 
	Hyatt Place Tampa Airport Westshore	 	 	1,506,317	 
	Hyatt Place Miami Airport-West Doral	 	 	1,627,515	 
	Homewood Suites by Hilton Hartford Windsor Locks	 	 	995,555	 
	Hampton Inn Colorado Springs Central Air Force Academy	 	 	265,387	 
	 	 	 	 	 
	Residence Inn by Marriott Los Angeles LAX El Segundo	 	 	3,173,286	 
	SpringHill Suites by Marriott San Diego Rancho Bernardo Scripps Poway	 	 	1,817,969	 
	Residence Inn by Marriott San Diego Rancho Bernardo Scripps Poway	 	 	2,158,572	 
	 	 	 	 	 
	Homewood Suites by Hilton Phoenix-Biltmore	 	 	1,489,003	 
	Residence Inn by Marriott Mobile	 	 	578,316	 
	Courtyard by Marriott Mobile	 	 	458,821	 
	Hyatt Place Birmingham Hoover	 	 	839,729	 
	Hampton Inn Birmingham Mountain Brook	 	 	753,159	 
	Residence Inn by Marriott Tallahassee North I-10 Capital Circle	 	 	891,671	 
	Courtyard by Marriott Tallahassee North I-10 Capital Circle	 	 	934,956	 
	Residence Inn by Marriott Ft Myers	 	 	744,502	 
	Hampton Inn West Palm Beach Florida Turnpike	 	 	1,523,621	 



 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT B


 


Mortgage Loan Allocated Loan Amounts


 


	Individual Property Name	 	Allocated Loan

Amount	 
	Hampton Inn Morgantown	 	 	9,039,931	 
	Hampton Inn Beckley	 	 	11,063,797	 
	 	 	 	 	 
	Hyatt Place Richmond Innsbrook	 	 	5,329,512	 
	Hampton Inn Norfolk-Naval Base	 	 	2,563,563	 
	Fairfield Inn & Suites by Marriott Dallas Medical Market Center	 	 	6,447,614	 
	Courtyard by Marriott Dallas Medical Market Center	 	 	12,480,502	 
	SpringHill Suites by Marriott Austin Round Rock	 	 	5,801,747	 
	Hilton Garden Inn Austin Round Rock	 	 	8,432,772	 
	SpringHill Suites by Marriott San Antonio Medical Center Northwest	 	 	3,912,806	 
	SpringHill Suites by Marriott Houston Hobby Airport	 	 	7,825,612	 
	Hampton Inn Dallas-Addison	 	 	6,678,755	 
	Homewood Suites by Hilton San Antonio-Northwest	 	 	9,782,015	 
	Hampton Inn & Suites Nashville Franklin Cool Springs	 	 	13,964,670	 
	Courtyard by Marriott Knoxville Cedar Bluff	 	 	7,555,764	 
	Residence Inn by Marriott Chattanooga Downtown	 	 	7,420,839	 
	Residence Inn by Marriott Knoxville Cedar Bluff	 	 	6,948,604	 
	Hyatt Place Nashville Franklin Cool Springs	 	 	10,119,326	 
	Hyatt Place Memphis Wolfchase Galleria	 	 	6,948,604	 
	Homewood Suites by Hilton Memphis-Germantown	 	 	5,127,125	 
	Hampton Inn Memphis-Poplar	 	 	8,635,158	 
	Hampton Inn Pickwick Dam at Shiloh Falls	 	 	1,416,706	 
	Hampton Inn Chattanooga Airport I-75	 	 	2,986,031	 
	Hampton Inn Columbia I-26 Airport	 	 	3,642,957	 
	Hampton Inn Charleston-Airport Coliseum	 	 	2,493,889	 
	Holiday Inn Charleston Mount Pleasant	 	 	7,150,990	 
	Hampton Inn Scranton at Montage Mountain	 	 	7,690,688	 
	Hampton Inn State College	 	 	7,825,612	 
	Residence Inn by Marriott Portland Downtown Lloyd Center	 	 	21,925,207	 
	 	 	 	 	 
	 	 	 	 	 
	Hyatt Place Columbus Worthington	 	 	5,801,747	 
	Hyatt Place Cincinnati Blue Ash	 	 	4,587,428	 
	Hampton Inn Columbus Dublin	 	 	7,623,226	 
	Hampton Inn Cleveland-Westlake	 	 	8,365,310	 



 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


	Hampton Inn Albany-Wolf Road (Airport)	 	 	11,198,721	 
	Hyatt Place Las Vegas	 	 	12,345,578	 
	Hyatt Place Albuquerque Uptown	 	 	10,119,326	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Courtyard by Marriott Asheville	 	 	8,635,158	 
	Hampton Inn Fayetteville I-95	 	 	3,527,940	 
	Hampton Inn Charlotte-Gastonia	 	 	6,881,142	 
	Hampton Inn St. Louis Westport	 	 	5,194,587	 
	Hampton Inn Kansas City-Airport	 	 	6,341,444	 
	Hyatt Place Minneapolis Airport-South	 	 	8,230,385	 
	 	 	 	 	 
	SpringHill Suites by Marriott Grand Rapids North	 	 	7,285,915	 
	Hampton Inn Grand Rapids-North	 	 	8,095,461	 
	Hampton Inn Detroit Madison Heights South Troy	 	 	8,230,385	 
	Hampton Inn Detroit Northville	 	 	6,071,596	 
	Hyatt Place Baltimore BWI Airport	 	 	6,746,217	 
	Hampton Inn Baltimore Glen Burnie	 	 	1,821,479	 
	Homewood Suites by Hilton Boston-Peabody	 	 	6,206,520	 
	Hampton Inn Boston Peabody	 	 	9,107,394	 
	Hyatt Place Baton Rouge I-10	 	 	7,690,688	 
	Residence Inn by Marriott Lexington South Hamburg Place	 	 	8,230,385	 
	SpringHill Suites by Marriott Lexington Near the University of Kentucky	 	 	9,647,091	 
	Courtyard by Marriott Louisville Downtown	 	 	18,214,787	 
	Courtyard by Marriott Lexington South Hamburg Place	 	 	9,444,704	 
	Courtyard by Marriott Bowling Green Convention Center	 	 	7,758,150	 
	Hyatt Place Kansas City Overland Park Metcalf	 	 	5,464,436	 
	Hampton Inn Kansas City Overland Park	 	 	2,493,889	 
	Hyatt Place Indianapolis Keystone	 	 	7,758,150	 
	Courtyard by Marriott Chicago Elmhurst Oakbrook Area	 	 	7,285,915	 
	Homewood Suites by Hilton Chicago Downtown	 	 	44,784,930	 
	Hampton Inn Chicago Gurnee	 	 	7,758,150	 
	Residence Inn by Marriott Boise Downtown	 	 	5,869,209	 
	Fairfield Inn & Suites by Marriott Atlanta Vinings	 	 	6,206,520	 
	Residence Inn by Marriott Macon	 	 	3,710,420	 
	Residence Inn by Marriott Savannah Midtown	 	 	5,262,050	 
	Courtyard by Marriott Athens Downtown	 	 	6,004,134	 
	Hampton Inn Columbus-Airport	 	 	1,703,143	 



 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


	Embassy Suites by Hilton Orlando - International Drive Jamaican Court	 	 	14,032,132	 
	Residence Inn by Marriott Tampa North I-75 Fletcher	 	 	6,408,907	 
	Courtyard by Marriott Orlando Altamonte Springs Maitland	 	 	8,905,007	 
	Courtyard by Marriott Sarasota Bradenton Airport	 	 	5,936,671	 
	Residence Inn by Marriott Sarasota Bradenton	 	 	6,948,604	 
	Courtyard by Marriott Jacksonville Airport Northeast	 	 	3,467,113	 
	Hampton Inn Palm Beach Gardens	 	 	14,167,057	 
	Hampton Inn Boca Raton-Deerfield Beach	 	 	9,107,394	 
	Hampton Inn & Suites Boynton Beach	 	 	19,496,568	 
	Hampton Inn Boca Raton	 	 	9,714,553	 
	Courtyard by Marriott Gainesville	 	 	8,365,310	 
	Residence Inn by Marriott Tampa Sabal Park Brandon	 	 	8,095,461	 
	Holiday Inn Express & Suites Kendall East	 	 	6,611,293	 
	Hyatt Place Tampa Airport Westshore	 	 	11,738,418	 
	Hyatt Place Miami Airport-West Doral	 	 	12,682,889	 
	Homewood Suites by Hilton Hartford Windsor Locks	 	 	7,758,150	 
	Hampton Inn Colorado Springs Central Air Force Academy	 	 	2,068,103	 
	 	 	 	 	 
	Residence Inn by Marriott Los Angeles LAX El Segundo	 	 	24,728,758	 
	SpringHill Suites by Marriott San Diego Rancho Bernardo Scripps Poway	 	 	14,167,057	 
	Residence Inn by Marriott San Diego Rancho Bernardo Scripps Poway	 	 	16,821,306	 
	 	 	 	 	 
	Homewood Suites by Hilton Phoenix-Biltmore	 	 	11,603,494	 
	Residence Inn by Marriott Mobile	 	 	4,506,694	 
	Courtyard by Marriott Mobile	 	 	3,575,495	 
	Hyatt Place Birmingham Hoover	 	 	6,543,831	 
	Hampton Inn Birmingham Mountain Brook	 	 	5,869,209	 
	Residence Inn by Marriott Tallahassee North I-10 Capital Circle	 	 	6,948,604	 
	Courtyard by Marriott Tallahassee North I-10 Capital Circle	 	 	7,285,915	 
	Residence Inn by Marriott Ft Myers	 	 	5,801,747	 
	Hampton Inn West Palm Beach Florida Turnpike	 	 	11,873,343	 



 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT C


 


Organizational Chart of New Borrower


 


(see attached)


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT D


 


Intellectual Property/Websites


 


	Borrower	 	Asset Name	 	Domain Name	 	Hosting

Expiration

Date	 	Domain

Expiration

Date	 	Account

Holder
	ARC Hospitality Portfolio I Owner, LLC	 	Homewood Suites Chicago	 	www.homewoodsuiteschicago.com	 	4/10/2016	 	4/10/2016	 	First Hospitality
	ARC Hospitality Portfolio I Owner, LLC	 	Embassy Suites Orlando	 	www.orlandoembassysuites.com	 	 	 	9/30/2016	 	Hilton
	ARC Hospitality Portfolio I Owner, LLC	 	Hampton Inn Charleston	 	www.hamptoninncharlestonairport.com	 	 	 	4/19/2015	 	Hilton
	ARC Hospitality Portfolio I NTC Owner, LP	 	Residence Inn San Diego	 	www.residenceinnhotelsandiego.com	 	Month-to-Month	 	2/10/2015	 	Huntington
	ARC Hospitality Portfolio I NTC Owner, LP	 	SpringHill Suites San Diego	 	www.springhillsandiegohotel.com	 	Month-to-Month	 	2/10/2015	 	Huntington
	ARC Hospitality Portfolio I NTC Owner, LP	 	Fairfield Inn & Suites Dallas	 	www.fairfieldinndallashotel.com	 	Month-to-Month	 	1/4/2015	 	Huntington
	ARC Hospitality Portfolio I DLGL Owner, LP	 	Courtyard Dallas	 	www.courtyarddallashotel.com	 	Month-to-Month	 	1/4/2015	 	Huntington
	ARC Hospitality Portfolio I Owner, LLC	 	Holiday Inn Charleston Mt. Pleasant	 	www.himtpleasant.com	 	12/31/2015	 	4/30/2017	 	Pillar


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT E


 


Ground Leases


 


	Property	 	Additional Ground Lease Documents
	Hampton Inn
 	·	Consent of Landlord by S&S Associates LLC and New Owners, Vestavia LLC as Tenants in Common
	Birmingham (Mountain	 	 
	Brook), AL	·	Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I BHGL Owner, LLC
	 	 	 
	 	·	Unconditional & Irrevocable Guaranty, by American Realty Capital Hospitality Trust, Inc. in favor of S&S Associates LLC and New Owners, Vestavia LLC as Tenants in Common
	 	 	 
	
        Homewood Suites,

Phoenix, AZ
	·	
        Assignment and Assumption of Ground Lease, dated February 27, 2015,
        by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I PXGL Owner, LLC

         

	Hampton Inn,

Norfolk, VA	·	Ground Lease Consent to Assignment and Sublease and Estoppel, dated as of January 21, 2015, between Glenwood Square Shopping Center Associates, L.L.C. and ARC Hospitality Portfolio I NFGL Owner, LLC
	 	 	 
	 	·	Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I NFGL Owner, LLC
	 	 	 
	 	·	Guaranty of Lease, made as of the [27th day of February 2015], by American Realty Capital Hospitality Operating Partnership, L.P., in favor of Glenwood Square Shopping Center Associates, L.L.C.
	 	 	 
	Courtyard,

Dallas, TX	·	Consent to Assignment, Sublease, Management Agreement, Sub-Management Agreement, Concession Agreement and Alcohol Services Agreement and 







    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    




	 	 	Amendment to Ground Lease, dated as of [February 27, 2015] by Istar Dallas GL LLP, W2007 Equity Inns Realty, LP, ARC Hospitality Portfolio I DLGL Owner, LP, American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels & Resorts, LLC and ARC Hospitality Portfolio I TX Beverage Company, LLC
	 	 	 
	 	·	Guaranty of Lease dated February 27, 2015 by American Realty Capital Hospitality Trust, Inc. to Istar Dallas GL LLP
	 	 	 
	 	·	Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LP in favor of ARC Hospitality Portfolio I DLGL Owner, LP
	 	 	 
	
        Residence Inn,

Mobile, AL
	·	
        Assignment and Assumption of Ground Lease, dated February 27, 2015,
        by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I MGBL 950 Owner, LLC

         

	
        Courtyard,

Mobile, AL
	·	
        Assignment and Assumption of Ground Lease, dated February 27, 2015,
        by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I MGBL 1000 Owner, LLC

         

	Springhill Suites,

San Antonio, TX	·	Consent to Assignment and Assumption of Lease, made and entered into as of the 31st day of December, 2014, by and between Crossroads Mall Partners, Ltd, W2007 Equity Inns Realty, L.P. and ARC Hospitality Portfolio I SAGL Owner, LP
	 	 	 
	 	·	Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LP in favor of ARC Hospitality Portfolio I SAGL Owner, LP
	 	 	 
	 	·	Guaranty, dated as of [February 27, 2015], by American Realty Capital Hospitality Trust, Inc. in favor of Crossroads Mall Partners, Ltd.
	 	 	 
	 	·	Consent to Sublease dated as of January 27, 2015 by and between Crossroads Mall Partners, Ltd, ARC Hospitality Portfolio I SAGL Owner, LP, and ARC Hospitality Portfolio I NTC TRS, LP







    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


	Hampton Inn,

Baltimore (Glen Burnie), 

MD	·	Lease Assignment and Assumption Agreement, dated [February 27, 2015], by Governor Plaza Associates, Federal Realty Investment Trust, W2007 Equity Inns Realty, LLC, ARC Hospitality Portfolio I GBGL Owner, LLC, ARC Hospitality Portfolio I HIL TRS, LLC, and American Realty Capital Hospitality Trust, Inc.
	 	 	 
	 	·	Assignment and Assumption of Ground Lease, dated [February 27, 2015], by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I GBGL Owner, LLC
	 	 	 
	 	·	Guaranty, dated as of [February 27, 2015], by American Realty Capital Hospitality Trust, Inc. in favor of Governor Plaza Associates and Federal Realty Investment Trust


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT F


 


Rent Roll


 


(see attached)


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT G


 


Franchise Agreements


 


(see attached)


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT H


 


Expiring Franchise Properties


 


(see attached)


 




    	Assumption Agreement (Mezzanine)

Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT I


 


Scheduled PIP


 


NONE.


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644	 	 



    	 



    

 


EXHIBIT J


 


PIP Work Other Than Scheduled PIP


 


(see attached)


 




    	Assumption Agreement (Mezzanine)
Berkadia Loan No. 01-0085684 & 01-0086644