Exhibit 10.24


 


Berkadia Loan No. 01-0085683 & 01-0086643


 


ASSUMPTION AND RELEASE AGREEMENT


 


THIS ASSUMPTION AND RELEASE
AGREEMENT (this “Agreement”) is entered into and made effective as of the 27th day of February, 2015
(the “Effective Date”), by and among W2007
Equity Inns Realty, LLC, a Delaware limited liability company (“LLC Original Borrower”), and
W2007 Equity Inns Realty, L.P.,
a Delaware limited partnership (“LP Original Borrower”; LLC Original Borrower and LP Original Borrower
are individually and collectively, as the context may require, referred to as “Original Borrower”), each
with a mailing address at c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282, ARC
Hospitality Portfolio I Owner, LLC, a Delaware limited liability company (“LLC New Borrower”),
ARC Hospitality Portfolio I BHGL Owner,
LLC, a Delaware limited liability company (“BHGL New Borrower”), ARC
Hospitality Portfolio I PXGL Owner, LLC, a Delaware limited liability company (“PXGL New Borrower”),
ARC Hospitality Portfolio I GBGL Owner,
LLC, a Delaware limited liability company (“GBGL New Borrower”), ARC
Hospitality Portfolio I NFGL Owner, LLC, a Delaware limited liability company (“NFGL New Borrower”),
ARC Hospitality Portfolio I MBGL 1000 Owner,
LLC, a Delaware limited liability company (“MBGL 1000 New Borrower”), ARC
Hospitality Portfolio I MBGL 950 Owner, LLC, a Delaware limited liability company (“MBGL 950 New Borrower”),
ARC Hospitality Portfolio I NTC Owner, LP,
a Delaware limited partnership (“LP New Borrower”), ARC
Hospitality Portfolio I DLGL Owner, LP, a Delaware limited partnership (“DLGL New Borrower”),
and ARC Hospitality Portfolio I SAGL Owner,
LP, a Delaware limited partnership (“SAGL New Borrower”; LLC New Borrower, BHGL New Borrower,
PXGL New Borrower, GBGL New Borrower, NFGL New Borrower, MBGL 1000 New Borrower, MBGL 950 New Borrower, LP New Borrower, DLGL New
Borrower and SAGL New Borrower are individually and collectively, as the context may require, referred to as “New Borrower”),
each with a mailing address at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022, U.S.
Bank National Association, as Trustee for the Registered Holders of EQTY 2014-INNS Mortgage Trust, Commercial Mortgage 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 real estate mortgage
loan in the aggregate original principal amount of $865,000,000.00 to Original Borrower, which Loan is evidenced by that certain
(i) 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 $519,000,000.00
(the “A-1 Loan”), and (ii) 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 $346,000,000.00
(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.          that
certain Loan Agreement, dated as of April 11, 2014, as amended by that certain First Amendment to Loan Agreement, dated as of June
18, 2014 (collectively, and together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the
“Loan Agreement”);


 


2.          those
certain mortgages, deeds of trust, or deeds to secure debt identified on Schedule II attached hereto and by this
reference incorporated herein (collectively, together with all addenda, modifications, amendments, riders, exhibits and supplements
thereto, the “Mortgage”), encumbering the real properties described on Exhibit A-1 attached
hereto and by this reference incorporated herein or the Ground Leases described in Exhibit A-2 attached hereto and
by this reference incorporated herein, each as more particularly described in the Mortgage;


 


3.          those
certain assignments of leases and rents identified on Schedule II attached hereto (collectively, together with all
addenda, modifications, amendments, riders, exhibits and supplements thereto, the “Assignment of Leases”);


 


4.          that
certain Assignment of Agreements (as defined in the Loan Agreement);


 


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


 





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6.          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.          those
certain UCC Financing Statements naming Original Borrower as debtor therein, and Original Lender as secured party therein, and
filed with the appropriate recorder or clerk in which the Properties (as defined in the Loan Agreement) are located and in the
records of the Secretary of State of Delaware; and


 


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


 


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


 


4.          that
certain Cash Management Agreement, dated as of April 11, 2014, and that certain Addendum to Cash Management Agreement, dated as
of April 11, 2014 (collectively and together with all further addenda, modifications, amendments, riders, exhibits and supplements
thereto, the “Original Cash Management Agreement”);


 


5.          that
certain Pledge and Security Agreement, dated as of April 11, 2014 (the “Original Liquor Subsidiary Pledge”),
executed by LLC Original Borrower and Lender;


 


6.          that
certain Liquor License Agreement, dated as of April 11, 2014 (the “Original Liquor License Agreement”),
executed by W2007 EQN Kansas SPE, LLC, a Kansas limited liability company, and LLC Original Borrower for the benefit of Original
Lender;


 


7.          those
certain Assignments of Management Agreements (as defined in the Loan Agreement), each dated as of dated as of April 11, 2014 (the
“Original Assignment of Management Agreements”); and


 


8.          that
certain Contribution Agreement, dated as of April 11, 2014 (the “Original Contribution Agreement”), executed
by Original Borrower and Original Lender; and


 


9.          those
certain Clearing Account Agreements (as defined in the Loan Agreement), each dated as of dated as of April 11, 2014 (the “Original
Clearing Agreements”).


 


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


 


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:


 





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


 


2.          those
certain Assignment and Assumption of Mortgage/Deed of Trust and Assignment and Assumption of Leases, Rents and Hotel Revenues executed
by Original Borrower (as applicable), New Borrower (as applicable) and Lender as identified on Schedule II attached
hereto (collectively, the “Mortgage Assumptions”);


 


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


 


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


 


5.          that
certain Payment Guaranty (the “Payment Guaranty”), executed and delivered by ARC REIT in favor of Lender;


 


6.          that
certain Cash Management Agreement (the “CMA Agreement”), executed and delivered by ARC Hospitality Portfolio
I TRS Holdco, LLC, a Delaware limited liability company (“TRS Holdco”), as account representative, New
Borrower, each New Operating Lessee (as defined below), Property Managing Entities (as defined below), and Lender, together with
that certain Addendum A to Cash Management Agreement (the “CMA Addendum” and together with the CMA Agreement,
the “Cash Management Agreement”), executed and delivered by TRS Holdco, New Borrower, each New Operating
Lessee, Property Managing Entities, Wells Fargo Bank, National Association (“Wells Fargo”), and Lender;


 


7.          that
certain Contribution Agreement (the “New Contribution Agreement”), executed and delivered
by New Borrower and Lender;


 


8.          that
certain Pledge and Security Agreement (the “New KS Liquor Subsidiary Pledge”), executed and delivered
by ARC Hospitality Portfolio I DEKS TRS, LLC, a Delaware limited liability company (“DEKS TRS”), for
the benefit of Lender;


 


9.          that
certain Liquor License Agreement (the “New KS Liquor License Agreement”), executed by ARC Hospitality
Portfolio I KS TRS, LLC, a Kansas limited liability company (“KS Liquor Subsidiary”), DEKS TRS and LLC
New Borrower for the benefit of Lender;


 


10.         that
certain Pledge and Security Agreement (the “New TX Liquor Subsidiary Pledge” and together the New KS
Liquor Subsidiary Pledge, the “New Liquor Subsidiary Pledge”), executed and delivered by ARC Hospitality
Portfolio I TX Holdings, LLC, a Delaware limited liability company (“TX Liquor Holdco”), for the benefit
of Lender;


 


11.         that
certain Liquor License Agreement (the “New TX Liquor License Agreement” and together with the New KS
Liquor License Agreement, the “New Liquor License Agreement”), executed by ARC Hospitality Portfolio
I TX Beverage Company, LLC, a Delaware limited liability company (“TX Liquor Subsidiary”), ARC Hospitality
Portfolio I


 





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NTC TRS, LP, a Delaware limited
partnership (“NTC TRS”), and LP New Borrower for the benefit of Lender;


 


12.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by LLC New Borrower,
LP New Borrower, DLGL New Borrower, SAGL New Borrower, ARC Hospitality Portfolio I TRS, LLC, a Delaware limited liability company
(“TRS LLC”), DEKS TRS, 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”);


 


13.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC New Borrower,
LP New Borrower, DLGL New Borrower, SAGL New Borrower, TRS LLC, DEKS TRS, 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”);


 


14.         that
certain Subordination of Management Agreement (TX – Alcohol Management and Services Agreement) executed by Crestline, as
manager, for the benefit of Lender, and acknowledged by TX Liquor Subsidiary (the “Crestline TX Alcohol Management
Agreement Subordination” and together with the Crestline Operating Agreement Subordination and the Crestline Management
Agreement Subordination, the “Crestline Subordination”);


 


15.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by LLC 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”);


 


16.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC New Borrower,
MISC TRS, 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”)


 


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


 


18.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC 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 


 





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Agreement Subordination”
and together with the Musselman Operating Agreement Subordination, the “Musselman Subordination”);


 


19.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by LLC New Borrower,
GBGL New Borrower, BHGL New Borrower, LP New Borrower, NFGL 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”);


 


20.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC New Borrower,
GBGL New Borrower, BHGL New Borrower, LP New Borrower, NFGL 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”);


 


21.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by LLC New Borrower,
PXGL New Borrower, LP New Borrower, HIL TRS, LLC, NTC HIL TRS, Lender, and ARC Manager, as operator, for the benefit of Lender
(the “Hilton-Homewood Operating Agreement Subordination”);


 


22.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC New Borrower,
PXGL New Borrower, LP New Borrower, HIL TRS, NTC HIL TRS, Lender, ARC Manager, as operator, and Homewood Suites Management LLC,
a Delaware limited liability company (“Hilton-Homewoood”), 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”);


 


23.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by MBGL 1000 New
Borrower, MBGL 950 New Borrower, LLC New Borrower, LP 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”);


 


24.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by MBGL 1000 New
Borrower, MBGL 950 New Borrower, LLC New Borrower, LP 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”;


 





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25.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by LLC New Borrower,
MISC TRS, Lender, and ARC Manager, as operator, for the benefit of Lender (the “Innventures Operating Agreement Subordination”);


 


26.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC 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”);


 


27.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by LLC New Borrower,
MISC TRS, Lender, and ARC Manager, as operator, for the benefit of Lender (the “First Hospitality Operating Agreement
Subordination”);


 


28.         that
certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC 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”; the First Hospitality Subordination 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, is referred to as the “Management Subordination”);


 


29.         that
certain Clearing Account Agreement executed by TRS Holdco, TRS LLC, DEKS TRS, NTC TRS, ARC Manager, Crestline, Lender and Wells
Fargo together with that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, TRS LLC, DEKS TRS, NTC TRS, LLC
New Borrower, LP New Borrower, DLGL New Borrower, SAGL New Borrower, Lender and Wells Fargo (collectively, the “Crestline
Clearing Account Agreement”);


 


30.         that
certain Clearing Account Agreement executed by TRS Holdco, MISC TRS, ARC Manager, Pillar, Lender and Wells Fargo together with
that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, MISC TRS, LLC New Borrower, Lender and Wells Fargo
(collectively, the “Pillar Clearing Account Agreement”);


 


31.         that
certain Clearing Account Agreement executed by TRS Holdco, MISC TRS, ARC Manager, Musselman, Lender and Wells Fargo together with
that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, MISC TRS, LLC New Borrower, Lender and Wells Fargo
(collectively, the “Musselman Clearing Account Agreement”);


 





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32.         that
certain Clearing Account Agreement executed by TRS Holdco, HIL TRS, NTC HIL TRS, ARC Manager, Hilton-Hampton, Hilton-Homewood,
Lender and Wells Fargo together with that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, HIL TRS, NTC
HIL TRS, LLC New Borrower, BHGL New Borrower, PXGL New Borrower, GBGL New Borrower, NFGL New Borrower, LP New Borrower, Lender
and Wells Fargo (collectively, the “Hilton Clearing Account Agreement”);


 


33.         that
certain Clearing Account Agreement executed by TRS Holdco, MCK TRS, NTC TRS, ARC Manager, McKibbon, Lender and Wells Fargo together
with that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, MCK TRS, NTC TRS, LLC New Borrower, MBGL 1000
New Borrower, MBGL 950 New Borrower, LP New Borrower, Lender and Wells Fargo (collectively, the “MkKibbon Clearing
Account Agreement”);


 


34.         that
certain Clearing Account Agreement executed by TRS Holdco, MISC TRS, ARC Manager, Innventures, Lender and Wells Fargo together
with that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, MISC TRS, LLC New Borrower, Lender and Wells
Fargo (collectively, the “Innventures Clearing Account Agreement”);


 


35.         that
certain Clearing Account Agreement executed by TRS Holdco, MISC TRS, ARC Manager, First Hospitality, Lender and Wells Fargo together
with that certain Addendum A to Clearing Account Agreement executed by TRS Holdco, MISC TRS, LLC New Borrower, Lender and Wells
Fargo (collectively, the “First Hospitality Clearing Account Agreement”; the First Hospitality Clearing
Account Agreement together with the Crestline Clearing Account Agreement, the Pillar Clearing Account Agreement, the Musselman
Clearing Account Agreement, the Hilton Clearing Account Agreement, the McKibbon Clearing Account Agreement, and the Innventures
Clearing Account Agreement, is referred to as the “New Clearing Account Agreements”);


 


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


 


37.         that
certain Subordination Agreement executed by and among TRS LLC, HIL TRS, MCK TRS, MISC TRS, DEKS TRS, NTC TRS, NTC HIL TRS (such
entities referred to herein, individually and collectively, as “New Operating Lessee”), New Borrower
and Lender (the “Operating Lease Subordination”);


 


38.         that
certain incumbency certificate of ARC REIT, ARC OP, each New Borrower and each New Operating Lessee certifying as to the incumbency
of each of ARC REIT, ARC OP, each New Borrower and each New Operating Lessee, executed by an authorized officer of ARC REIT, for
the benefit of Lender;


 


39.         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;


 





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40.         this
Agreement.


 


The agreements and documents set forth in Recital
A and Recital C above (except for the incumbency certificates referred to as numbers 38-39), 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, those certain assignments referenced in the Mortgage Assumptions,
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 Mortgage, has been asked to consent to the transfer of the Properties to New
Borrower (the “Transfer”) and 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 Transfer and 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 $801,100,768.45 and the balances
of all reserve and escrow accounts required under the Loan Documents are set forth on Schedule I, attached hereto
and by this reference incorporated herein. 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, the Mortgage or any of the other Loan Documents, and (ii) no amounts paid by New Borrower or


 





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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)          The
parties acknowledge and agree that Lender shall continue to hold the balances in escrow and reserve accounts, if any, in accordance
with the terms of the Loan Documents. Original Borrower and Original Guarantor covenant and agree that the Lender has no further
duty or obligation of any nature to Original Borrower or Original Guarantor relating to such escrow and/or reserve balances, all
of which Original Borrower does hereby assign, transfer and convey to New Borrower, and New Borrower hereby unconditionally accepts
and assumes the same. All escrow and reserve balances held by Lender in connection with the Loan Documents shall, from and after
the Effective Date, be solely for the account of New Borrower.


 


(c)          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(c), the term “actual
knowledge” shall be limited to the actual knowledge of the undersigned, Gary A. Routzahn.


 


2.           Conditions
Precedent; Consent to Transfer and 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, LLC New Borrower and LP 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 Transfer and Assumption and waives its right to accelerate the


 





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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 Transfer
and Assumption. Lender’s consent to the Transfer and Assumption is not intended to be and shall not be construed as its consent
to any subsequent transfer or assumption which requires Lender’s consent pursuant to the terms of the Mortgage 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.


 


(d)          Concurrently
with the Lender’s consent to the Assumption, Lender consents to the delivery of the Payment Guaranty by ARC REIT for the
benefit of the Lender as security for a portion of the Future PIP Reserve Account Deposit (as defined in the Payment Guaranty)
on the terms and conditions more particularly set forth in the Payment Guaranty. New Borrower, ARC OP and ARC REIT hereby acknowledge
and agree that Lender’s consent to the delivery of the Payment Guaranty as security for a portion of the Future PIP Reserve
Account Deposit shall not be deemed to be Lender’s consent or agreement to accept a payment guaranty for any other Reserve
Funds required to be deposited on or after the Effective Date by Borrower, or any other party, with Lender or Deposit Bank under
the terms of the Loan Agreement or any of the other Loan Documents.


 


(e)          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 indirect ownership 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
the initial special member.


 


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


 


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


 


(h)          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.


 





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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, the Mortgage 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 Borrower from any and all liability for repayment of the principal and interest under the terms of
the Note, the Mortgage 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.


 





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(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)          Each
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
is duly qualified and authorized to conduct business in the state(s) in which the Properties are located (as applicable), and has
full power and authority to own, lease and operate the Properties, and 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;


 


(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 Original Mezzanine Loan (as defined in the Loan Agreement) and 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,


 





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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 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;


 





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


 


(i)          Contemporaneously
with the execution and delivery hereof, Original Borrower has conveyed and transferred the Properties to New Borrower;


 


(ii)         Contemporaneously
with the execution and delivery hereof, Original Borrower has assigned and transferred to New Borrower the Tenant Leases (as hereinafter
defined), and Original Borrower has retained no rights therein or thereto;


 


(iii)        Original
Borrower has not received a security instrument or security agreement from New Borrower encumbering the Properties to secure the


 





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payment of any sums
due Original Borrower or obligations to be performed by New Borrower;


 


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


 


(v)         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;


 


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


 


(vii)       There
are no mechanics’ liens or liens for delinquent taxes or assessments encumbering the Properties except Permitted Encumbrances
(as defined in the Loan Agreement);


 


(viii)      To
Original Borrower’s knowledge, there are no pending or threatened condemnation or annexation proceedings affecting the Properties,
or any agreements to convey any portion of the Properties or any rights thereto not disclosed in this Agreement, including, without
limitation, to any governmental agency;


 


(ix)         The
certified rent roll for the Properties provided to Lender on or about the date hereof, is a true, complete and accurate list of
all tenant leases (“Tenant Leases” or individually a “Tenant Lease”) affecting
the Properties as of the Effective Date hereof;


 


(x)          There
is no litigation or other proceeding against Original Borrower or the Properties 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;


 


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


 


(xii)        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


 





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(xiii)       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


 


(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.


 





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(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-INNS Mortgage Trust, Commercial Mortgage Pass-Through Certificates


c/o Berkadia Commercial Mortgage LLC


323 Norristown Road, Suite 300


Ambler, PA 19002


Attention: Client Relations Manager for


Loan Nos. 01-0085683 & 01-0086643


Facsimile No.: (215) 328-3832


 


If to New Borrower:


 


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


c/o Goldman Sachs & Co.


200 West Street


New York, New York 10282


Attention: Chief Financial Officer


Facsimile No.: (212) 357-5505


 


And


 





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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, causes of action, costs and expenses of every kind or character in connection with the Claims and/or the transfer of the
Properties 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


 





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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 the
Mortgage or any of the other 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 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.


 





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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. The validity and enforcement of this Agreement and the other Loan Documents, to the extent they involve the creation,
perfection, assignment, modification and enforcement of liens and security interests against property located in the state, commonwealth
or district in which the Properties are located, are intended to be governed by the laws of the state, commonwealth or district
in which the Properties are located. All other aspects of the transaction contemplated by this Agreement and the indebtedness evidenced
by the Note, and the Loan Documents 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


 





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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.


 


(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 Mortgage, 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 Mortgage, 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 Mortgage, 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


 





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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.


 


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)	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 B.



 


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



 


		(c)	Schedule II of the Loan Agreement is hereby
deleted in its entirety and replaced with that certain schedule of Required Repairs attached hereto as Exhibit D
and by this reference incorporated herein. Lender acknowledges that the Required Repairs that appear on Schedule II
to the Loan Agreement but not on Exhibit D attached hereto have been completed as required pursuant to the Loan
Agreement.



 


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



		 	 



		(e)	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
F and by this reference incorporated herein.



		 	 



		(f)	Schedule VIII to the Loan Agreement is
hereby amended to include the additional documents pertaining to the Ground Leases listed on that certain exhibit of additional
Ground Lease documents attached hereto as Exhibit A-2.



		 	 



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



		 	 



		(h)	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 H
and by this reference incorporated herein.



		 	 



		(i)	Schedule XIII to the Loan Agreement is
hereby deleted in its entirety and replaced with that certain schedule of Property Accounts and Property Account Banks attached
hereto as Exhibit I and by this reference incorporated herein.



		 	 



		(j)	Schedule XV to the Loan Agreement is hereby
deleted in its entirety and replaced with that certain schedule of Closing Date Managers attached hereto as Exhibit J.



 





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		(k)	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
K and by this reference incorporated herein.



		 	 



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



		 	 



		(m)	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 M and
by this reference incorporated herein



		 	 



		(n)	The defined term “Title Insurance Policy”
as provided in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:



 


“Title Insurance Policy”
shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in the form acceptable to Lender
issued with respect to such Individual Property and insuring the Lien of the Mortgage encumbering such Individual Property, as
amended or dated-down.


 


		(o)	Except as provided herein, all references in the Loan
Documents to the defined term “LLC Borrower” shall mean, collectively, LLC New Borrower, BHGL New Borrower, PXGL New
Borrower, GBGL New Borrower, NFGL New Borrower, MBGL 1000 New Borrower and MBGL 950 New Borrower, each as defined in this Agreement.



		 	 



		(p)	All references in the Loan Documents to the defined term
“LP Borrower” shall mean, collectively, LP New Borrower, DLGL New Borrower and SAGL New Borrower, each as defined
in this Agreement.



		 	 



		(q)	For the purpose of Section 6.14 of the Loan Agreement,
all references to “Account Representative” shall mean LLC New Borrower on behalf of Borrower, or the designee of a
TRS Lessee.



		 	 



		(r)	All references in the Loan Documents to the defined term
“Liquor Subsidiary” shall mean ARC Hospitality Portfolio I KS TRS, LLC, a Kansas limited liability company, ARC Hospitality
Portfolio I TX Beverage Company, LLC, a Delaware limited liability company, and/or ARC Hospitality Portfolio I Concessions, LLC,
a Delaware limited liability company, as may be then applicable.



		 	 



		(s)	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.



		 	 



		(t)	Section 10.4(b) of the Loan Agreement is hereby modified
by deleting “CT Corporation System, 111 Eighth Avenue, New York, New York 10011” and replacing it with



 





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“Corporation
Service Company, 1180 Avenue of the Americas, Suite
210, New York, New York 10036-8401”.


 


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



 


Clearing Accounts”
shall mean the Eligible Accounts maintained at the Clearing Account Bank by the Individual Borrowers or a TRS Lessee in their respective
names and shall include the Clearing Accounts, the Aggregate DACA Accounts and the Sub-DACA Accounts, each as defined in that certain
Cash Management Agreement, dated as of February 27, 2015.


 


		(v)	The second sentence of Section 6.1 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:



 


Without in any way limiting
the foregoing, if Borrower or Manager receives any Gross Revenue from the Properties or any other amount which would be included
in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall
be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds
or property of Borrower or Manager, and (iii) Borrower or Manager, as applicable shall deposit such amounts in the applicable Property
Account or Clearing Account on a daily basis.


 


		(w)	The defined term “Base Management Fees” as
provided in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:



 


shall mean the
base property management fees (i.e. based on a fixed percentage of revenues and not on the basis of any override or profit participation)
for property management (as opposed to asset management) services provided to the Individual Properties and actually payable to
Manager under the Management Agreements, but such fees, for any Manager, shall not exceed four percent (4.0%) of the monthly Adjusted
Operating Income for the Individual Properties managed by such Manager and all such fees payable to all Managers in the aggregate
shall not exceed four percent (4.0%) of the monthly Adjusted Operating Income for the Properties; provided, however, that any portion
of the Base Management Fees in excess of three percent (3%) (the “Subordinated Portion of the Base Management Fees”)
shall be payable only to the extent that (1) no Triggering Period has occurred and is then continuing; and (2) there is sufficient
Available Cash to pay such amount (which amount will then be paid out of such Available Cash and from no other source) for the
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Properties managed
by such Manager. Notwithstanding anything to the contrary contained herein, if the Subordinated Portion of the Base Management
Fees shall be due to Managers pursuant to the terms set forth herein, such Subordinated Portion of the Base Management Fees shall
accrue but shall not be payable to the Managers until such time as (x) the Borrower has reserved in the Future PIP Reserve Account
a cash deposit in an amount equal to all outstanding Future PIP Reserve Funds guaranteed by that certain Payment Guaranty (PIP
Reserve Funds), dated on or about February 27, 2015, by American Realty Capital Hospitality Trust, Inc., a Maryland corporation,
for the benefit of Lender (the “Guaranteed PIP Funds”), or (y) Borrower shall have completed all PIP
Work and paid all Approved Future PIP Expenses in connection with the Guaranteed PIP Funds with the Future PIP Reserve Funds in
accordance with the Loan Documents or as otherwise agreed to by Lender.


 


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


 


shall mean transfers
of direct or indirect ownership interests in the direct owner of the most junior Mezzanine Borrower pursuant to (i) an initial
public offering directly or indirectly involving such entity which is listed on the New York Stock Exchange or another nationally
or internationally recognized stock exchange or is quoted on a national quotation system, or (ii) the listing of American Realty
Capital Hospitality Trust, Inc.’s common stock on the New York Stock Exchange or another nationally or internationally recognized
stock exchange.


 


(y)          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:
	 	 
	 	W2007 Equity Inns Realty, LLC, a Delaware limited liability company
	 	 
	 	By:	WNT Mezz I, LLC, its Manger


 


	 	By:	 
	 	Name:
	 	Title:


 


	 	W2007 Equity Inns Realty, L.P., a Delaware limited partnership
	 	 	 
	 	By:	W2007 Equity Inns Realty Gen-Par, LLC, a

Delaware limited liability company, its General Partner


 


	 	By:	 
	 	Name:
	 	Title:


 


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	 	NEW BORROWER:
	 	 
	 	ARC Hospitality Portfolio I Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman 
	 	Title:   CEO and President
	 	 
	 	ARC Hospitality Portfolio I BHGL Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman 
	 	Title:   CEO and President
	 	 
	 	ARC Hospitality Portfolio I PXGL Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman
	 	Title: CEO and President


 


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	 	ARC Hospitality Portfolio I GBGL Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman 
	 	Title:   CEO and President
	 	 
	 	ARC Hospitality Portfolio I NFGL Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman 
	 	Title: CEO and President
	 	 
	 	ARC Hospitality Portfolio I MBGL 1000 Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman 
	 	Title: CEO and President
	 	 
	 	ARC Hospitality Portfolio I MBGL 950 Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	 
	 	Name: Jonathan Mehlman 
	 	Title: CEO and President


 


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	 	ARC Hospitality Portfolio I NTC Owner, 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


 


	 	ARC Hospitality Portfolio I DLGL Owner, 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


 


	 	ARC Hospitality Portfolio I SAGL Owner, 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


 


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	 	LENDER:
	 	 
	 	U.S. Bank National Association, as Trustee for the Registered Holders of EQTY 2014-INNS Mortgage Trust, Commercial Mortgage 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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	 	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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	 	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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	 	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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SCHEDULE I


 


Reserve Balances


 


Immediately prior to the Effective Date:


 


	Tax Account:	 	$	310,574.59	 
	 	 	 	 	 
	Insurance Account:	 	$	0.00	 
	 	 	 	 	 
	Required Repairs Account:	 	$	139,174.88	 
	 	 	 	 	 
	Scheduled PIP Reserve Account	 	$	0.00	 
	 	 	 	 	 
	Ground Rent Account:	 	$	0.00	 
	 	 	 	 	 
	FF&E Reserve Account:	 	$	0.00	 
	 	 	 	 	 
	Casualty and Condemnation Account:	 	$	0.00	 
	 	 	 	 	 
	Cash Collateral Account	 	$	0.00	 
	 	 	 	 	 
	Total Balance of Accounts:	 	$	449,749.47	 



 





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SCHEDULE II


 


Mortgage, Assignment of Leases and Mortgage
Assumptions


 


(see attached)


 





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SCHEDULE III


 


Operating Lease Agreements


 


(see attached)


 





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SCHEDULE IV


 


Management Agreements


 


(see attached)


 





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EXHIBIT A-1


 


Legal Description of Real Property


 


(see attached)


 





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EXHIBIT A-2


 


Description of Ground Leases


 


AMENDMENT TO SCHEDULE VIII


ADDITIONAL GROUND LEASE DOCUMENTS


 


	Property	 	Additional Ground Lease Documents
	
         

        Hampton Inn

        Birmingham (Mountain Brook), AL
	 	
         

        ·      Consent
        of Landlord by S&S Associates LLC and New Owners, Vestavia LLC as Tenants in Common

         

        ·     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.



 





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        Courtyard,

        Dallas, TX
	 	
         

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



 





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        ·     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 

	
         

        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



 





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EXHIBIT B


 


Individual Properties and 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	 



 





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	Hampton Inn Cleveland-Westlake	 	 	8,365,310	 
	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	 



 





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	Hampton Inn Columbus-Airport	 	 	1,703,143	 
	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	 



 





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EXHIBIT C


 


Original Mezzanine Loan 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	 



 





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	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	 



 





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	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	 



 





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Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT D


 


Required Repairs


 


NONE.


 


 


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Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT E


 


Organizational Chart of New Borrower


 


(see attached)


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT F


 


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


 





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Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT G


 


Rent Roll


 


(see attached)


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT H


 


Franchise Agreements


 


(see attached)


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT I


 


Property Accounts and Property Account Banks


 





	Property Name 	 	Bank	 	Name on Account	 	Account

Number	 	Management Company
	 	 	 	 	 	 	 	 	 
	Hyatt Place Indianapolis/Keystone	 	PNC Bank, N.A.	 	ARC Hospitality Portfolio I TRS, LLC dba Hyatt Place Indianapolis/Keystone FBO Berkadia	 	4123876799	 	Crestline Hotels and Resorts, LLC
	 	 	 	 	 	 	 	 	 
	Courtyard Lexington South/Hamburg Place	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I MISC TRS, LLC dba Courtyard Lexington South/ Hamburg Place  FBO Berkadia	 	687005863	 	Musselman Hotels Management, L.L.C.
	 	 	 	 	 	 	 	 	 
	Courtyard Louisville Downtown	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I MISC TRS, LLC dba  Courtyard Louisville Downtown  FBO Berkadia	 	687008180	 	Musselman Hotels Management, L.L.C.
	 	 	 	 	 	 	 	 	 
	Residence Inn Lexington South/Hamburg Place	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I MISC TRS, LLC dba Residence Inn Lexington South/ Hamburg Place  FBO Berkadia	 	687006788	 	Musselman Hotels Management, L.L.C.
	 	 	 	 	 	 	 	 	 
	SpringHill Suites Lexington Near the University of Kentucky	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I MISC TRS, LLC dba  Springhill Suites Lexington Near the University of Kentucky   FBO Berkadia	 	687007505	 	Musselman Hotels Management, L.L.C.
	 	 	 	 	 	 	 	 	 
	Homewood Suites by Hilton Hartford/Windsor Locks	 	Bank of America, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Homewood Suites Hartford	 	1291859235	 	Homewood Suites Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Detroit/Madison Heights/South Troy	 	Bank of America, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Detroit/Madison Heights	 	1291063571	 	Hampton Inns Management LLC













  





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	Hampton Inn Detroit/Northville	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Detroit/Northville	 	689055015	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn St. Louis/Westport	 	Bank of America, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn St. Louis/Westport	 	1291063576	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Albany-Wolf Road (Airport)	 	Bank of America, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Albany	 	1291063590	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Cleveland/Westlake	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn
    Cleveland/Westlake	 	689053986	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Columbus/Dublin	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Columbus/Dublin	 	689053978	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn State College	 	PNC Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn State College	 	5303575111	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Chattanooga-Airport/I-75	 	Bank of America, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Chattanooga	 	1291859230	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Pickwick Dam - at Shiloh Falls	 	Hardin County Bank	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Pickwick	 	50009540	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Beckley	 	JPMorgan Chase Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Beckley	 	689055007	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Hampton Inn Morgantown	 	PNC Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco, LLC (HIL) Hampton Inn Morgantown	 	5303575103	 	Hampton Inns Management LLC
	 	 	 	 	 	 	 	 	 
	Courtyard Knoxville Cedar Bluff	 	SunTrust Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco LLC dba Courtyard 	 	1000176350899	 	Mckibbon Hotel Management, Inc







 





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Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 





	 	 	 	 	Knoxville	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Residence Inn Knoxville Cedar Bluff	 	SunTrust Bank, N.A.	 	ARC Hospitality Portfolio I TRS Holdco LLC dba Residence Inn Knoxville 	 	1000176350881	 	Mckibbon Hotel Management, Inc
	 	 	 	 	 	 	 	 	 
	Courtyard Bowling Green Convention Center	 	Branch Banking and Trust Company	 	ARC Hospitality Portfolio I TRS, LLC dba Courtyard Bowling Green Convention Center FBO Berkadia	 	4123876815	 	Crestline Hotels and Resorts, LLC
	 	 	 	 	 	 	 	 	 
	Hyatt Place Indianapolis/Keystone	 	PNC Bank, N.A.	 	ARC Hospitality Portfolio I TRS, LLC dba Hyatt Place Indianapolis/Keystone FBO Berkadia	 	4123876799	 	Crestline Hotels and Resorts, LLC







  





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT J


 


Closing Date Managers


 


(see attached) 


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT K


 


Expiring Franchise Properties


 


(see attached)


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643







 




    	 	 	 



    	 



    

 


EXHIBIT L


 


Scheduled PIP


 


NONE.


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643




 


 




    	 	 	 



    	 



    

 


EXHIBIT M


 


PIP Work Other Than Scheduled PIP


 


(see attached)


 





Assumption Agreement


Berkadia Loan No. 01-0085683 & 01-0086643