Exhibit 4.1





LOAN AGREEMENT


This Agreement dated as of
August 19, 2010, is between Bank of America, N.A. (the “Bank”) and Apple REIT
Ten, Inc. (the “Borrower”).


	
  

 	
  

 
	
1.

 	
FACILITY NO. 1: VARIABLE
RATE TERM LOAN AMOUNT AND TERMS

 



1.1 Loan Amount. The
Bank agrees to provide a term loan to the Borrower in the amount of Four
Hundred Thousand
and 00/100 Dollars ($400,000.00) (the “Facility No. 1 Commitment”).


1.2 Availability Period.
The loan is available in one disbursement from the Bank between the date of
this Agreement
and September 19, 2010, unless the Borrower is in default.


1.3 Repayment Terms.


	
  

 	
  

 
	
 (a)

 	
 The Borrower will pay
 interest on September 19, 2010, and then on the same day of each month
 thereafter until payment in full of any principal outstanding under this
 facility.

 
	
  

 	
  

 
	
 (b)

 	
 The Borrower will repay in
 full any principal, interest or other charges outstanding under this facility
 no later than August 19, 2011.

 
	
  

 	
  

 
	
 (c)

 	
 The Borrower may prepay the
 loan in full or in part at any time. The prepayment will be applied to the
 most remote payment of principal due under this Agreement.

 



1.4 Interest Rate.


	
  

 	
  

 
	
 (a)

 	
 The interest rate is a rate
 per year equal to the BBA LIBOR Daily Floating Rate plus 2.25 percentage
 point(s).

 
	
  

 	
  

 
	
 (b)

 	
 The BBA LIBOR Daily
 Floating Rate is a fluctuating rate of interest which can change on each
 banking day. The rate will be adjusted on each banking day to equal the
 British Bankers Association LIBOR Rate (“BBA LIBOR”) for U.S. Dollar deposits
 for delivery on the date in question for a one month term beginning on that
 date. The Bank will use the BBA LIBOR Rate as published by Reuters (or other
 commercially available source providing quotations of BBA LIBOR as selected
 by the Bank from time to time) as determined at approximately 11:00 a.m.
 London time two (2) London Banking Days prior to the date in question, as
 adjusted from time to time in the Bank’s sole discretion for reserve
 requirements, deposit insurance assessment rates and other regulatory costs.
 If such rate is not available at such time for any reason, then the rate
 will be determined by such
 alternate method as reasonably selected by the Bank. A “London Banking Day”
 is a day on which banks in London are open for business and dealing in
 offshore dollars.

 
	
  

 	
  

 
	
 2.

 	
COLLATERAL

 



2.1 Personal Property.
The personal property listed below now owned or owned in the future by the
parties listed below will secure one or more of the facilities under this
Agreement or, if the collateral is owned by a guarantor, will secure the
guaranty, if so indicated in the security agreement. The collateral is further
defined in security agreement(s) executed by the owners of the collateral. In
addition, personal property collateral owned by the Borrower securing
facilities under this Agreement may also secure other present and future
obligations of the Borrower to the Bank (excluding any consumer credit covered
by the federal Truth in Lending law, unless the Borrower has otherwise agreed
in writing or received written notice thereof). Personal property collateral
securing any other present or future obligations of the Borrower to the Bank
may also secure facilities under this Agreement.


	
  

 	
  

 
	
 (a)

 	
 Time deposits with the Bank
 and owned by G. Knight in an amount not less than Twenty Million Sixty-Six
 Thousand Seven Hundred Sixty-Six and 02/100 Dollars ($20,066,766.02).

 






	
  

 	
  

 	
  

 
	
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3.

 	
FEES AND EXPENSES

 
	
  

 	
  

 
	
3.1 Fees.

 
	
  

 	
  

 
	
 (a)

 	
 Late Fee. To the extent permitted
 by law, the Borrower agrees to pay a late fee in an amount not to exceed four
 percent (4%) of any payment that is more than fifteen (15) days late. The
 imposition and payment of a late fee shall not constitute a waiver of the
 Bank’s rights with respect to the default.

 



3.2 Expenses. The Borrower agrees to
immediately repay the Bank for expenses that include, but are not limited to,
filing, recording and search fees, appraisal fees, title report fees, and
documentation fees.


3.3 Reimbursement Costs.


	
  

 	
  

 
	
 (a)

 	
 The Borrower agrees to reimburse the Bank for any
 expenses it incurs in the preparation of this Agreement and any agreement or
 instrument required by this Agreement. Expenses include, but are not limited
 to, reasonable attorneys’ fees, including any allocated costs of the Bank’s
 in-house counsel to the extent permitted by applicable law.

 
	
  

 	
  

 
	
 (b)

 	
 The Borrower agrees to reimburse the Bank for the
 cost of periodic appraisals of the collateral, at such intervals as the Bank
 may reasonably require. The actions described in this paragraph may be
 performed by employees of the Bank or by independent appraisers.

 
	
  

 	
  

 
	
4.

 	
DISBURSEMENTS, PAYMENTS AND COSTS

 



4.1 Disbursements and Payments.


	
  

 	
  

 	
  

 
	
 (a)

 	
 Each payment by the Borrower will be made in U.S.
 Dollars and immediately available funds by debit to a deposit account as
 described in this Agreement or otherwise authorized by the Borrower. For
 payments not made by direct debit, payments will be made by mail to the
 address shown on the Borrower’s statement or at one of the Bank’s banking
 centers in the United States, or by such other method as may be permitted by
 the Bank.

 
	
  

 	
  

 
	
 (b)

 	
 The Bank may honor instructions for advances or
 repayments given by the Borrower (if an individual), or by any one of the
 individuals authorized to sign loan agreements on behalf of the Borrower, or
 any other individual designated by any one of authorized signers (each an
 “Authorized Individual”).

 
	
  

 	
  

 
	
 (c)

 	
 For any payment under this Agreement made by debit
 to a deposit account, the Borrower will maintain sufficient immediately
 available funds in the deposit account to cover each debit. If there are
 insufficient immediately available funds in the deposit account on the date
 the Bank enters such debit authorized by this Agreement, the Bank may reverse
 the debit.

 
	
  

 	
  

 
	
 (d)

 	
 Each disbursement by the Bank and each payment by
 the Borrower will be evidenced by records kept by the Bank. In addition, the
 Bank may, at its discretion, require the Borrower to sign one or more
 promissory notes.

 
	
  

 	
  

 
	
 (e)

 	
 Prior to the date each payment of principal and
 interest and any fees from the Borrower becomes due (the “Due Date”), the
 Bank will mail to the Borrower a statement of the amounts that will be due on
 that Due Date (the “Billed Amount”). The calculations in the bill will be
 made on the assumption that no new extensions of credit or payments will be
 made between the date of the billing statement and the Due Date, and that
 there will be no changes in the applicable interest rate. If the Billed
 Amount differs from the actual amount due on the Due Date (the “Accrued
 Amount”), the discrepancy will be treated as follows:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 If the Billed Amount is less than the Accrued
 Amount, the Billed Amount for the following Due Date will be increased by the
 amount of the discrepancy. The Borrower will not be in default by reason of
 any such discrepancy.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 If the Billed Amount is more than the Accrued
 Amount, the Billed Amount for the following Due Date will be decreased by the
 amount of the discrepancy.

 
	
  

 	
  

 	
  

 
	
  

 	
 Regardless of any such discrepancy, interest will
 continue to accrue based on the actual amount of principal outstanding
 without compounding. The Bank will not pay the Borrower interest on any
 overpayment.

 






	
  

 	
  

 	
  

 
	
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4.2 Telephone and Telefax Authorization.


	
  

 	
  

 
	
 (a)

 	
 The Bank may honor telephone or telefax instructions
 for advances or repayments given, or purported to be given, by any one of the
 Authorized Individuals.

 
	
  

 	
  

 
	
 (b)

 	
 Advances will be deposited in and repayments will be
 withdrawn from account number ______________________ owned by Apple REIT Ten,
 Inc. or such other of the Borrower’s accounts with the Bank as designated in
 writing by the Borrower.

 
	
  

 	
  

 
	
 (c)

 	
 The Borrower will indemnify and hold the Bank
 harmless from all liability, loss, and costs in connection with any act
 resulting from telephone or telefax instructions the Bank reasonably believes
 are made by any Authorized Individual. This paragraph will survive this
 Agreement’s termination, and will benefit the Bank and its officers,
 employees, and agents.

 
	
  

 	
  

 
	
 4.3 Direct Debit.

 
	
  

 	
  

 
	
 (a)

 	
 The Borrower agrees that on the Due Date the Bank
 will debit the Billed Amount from deposit account number
 ______________________ owned by Apple REIT Ten, Inc. or such other of the
 Borrower’s accounts with the Bank as designated in writing by the Borrower
 (the “Designated Account”).

 
	
  

 	
  

 
	
 (b)

 	
 The Borrower may terminate this direct debit
 arrangement at any time by sending written notice to the Bank at the address
 specified at the end of this Agreement. If the Borrower terminates this
 arrangement, then the principal amount outstanding under this Agreement will
 at the option of the Bank bear interest at a rate per annum which is 0.5
 percentage point(s) higher than the rate of interest otherwise provided under
 this Agreement.

 



4.4 Banking Days. Unless otherwise provided in
this Agreement, a banking day is a day other than a Saturday, Sunday or other
day on which commercial banks are authorized to close, or are in fact closed,
in the state where the Bank’s lending office is located, and, if such day
relates to amounts bearing interest at an offshore rate (if any), means any
such day on which dealings in dollar deposits are conducted among banks in the
offshore dollar interbank market. All payments and disbursements which would be
due on a day which is not a banking day will be due on the next banking day.
All payments received on a day which is not a banking day will be applied to
the credit on the next banking day.


4.5 Interest Calculation. Except as otherwise
stated in this Agreement, all interest and fees, if any, will be computed on
the basis of a 360-day year and the actual number of days elapsed. This results
in more interest or a higher fee than if a 365-day year is used. Installments
of principal which are not paid when due under this Agreement shall continue to
bear interest until paid.


4.6 Default Rate. Upon the occurrence of any
default or after maturity or after judgment has been rendered on any obligation
under this Agreement, all amounts outstanding under this Agreement, including
any interest, fees, or costs which are not paid when due, will at the option of
the Bank bear interest at a rate which is 6.0 percentage point(s) higher than
the rate of interest otherwise provided under this Agreement. This may result
in compounding of interest. This will not constitute a waiver of any default.


	
  

 	
  

 
	
5.

 	
CONDITIONS

 



Before the Bank is required to extend any credit to
the Borrower under this Agreement, it must receive any documents and other
items it may reasonably require, in form and content acceptable to the Bank,
including any items specifically listed below.


5.1 Authorizations. If the Borrower or any
guarantor is anything other than a natural person, evidence that the execution,
delivery and performance by the Borrower and/or such guarantor of this
Agreement and any instrument or agreement required under this Agreement have
been duly authorized.


5.2 Governing Documents. If required by the
Bank, a copy of the Borrower’s organizational documents.


5.3 Guaranties. Guaranties signed by Glade M.
Knight (“G. Knight”).


5.4 Security Agreements. Signed original
security agreements covering the personal property collateral which the Bank
requires.


	
  

 	
  

 	
  

 
	
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5.5 Perfection and Evidence of Priority.
Evidence that the security interests and liens in favor of the Bank are valid,
enforceable, properly perfected in a manner acceptable to the Bank and prior to
all others’ rights and interests, except those the Bank consents to in writing.
All title documents for motor vehicles which are part of the collateral must show
the Bank’s interest.


5.6 Good Standing. Certificates of good
standing for the Borrower from its state of formation and from any other state
in which the Borrower is required to qualify to conduct its business.


5.7 Insurance. Evidence of insurance coverage,
as required in the “Covenants” section of this Agreement.


	
  

 	
  

 
	
6.

 	
REPRESENTATIONS AND WARRANTIES

 



When the Borrower signs this Agreement, and until the
Bank is repaid in full, the Borrower makes the following representations and
warranties. Each request for an extension of credit constitutes a renewal of
these representations and warranties as of the date of the request:


6.1 Formation. If the Borrower is anything
other than a natural person, it is duly formed and existing under the laws of
the state or other jurisdiction where organized.


6.2 Authorization. This Agreement, and any
instrument or agreement required hereunder, are within the Borrower’s powers,
have been duly authorized, and do not conflict with any of its organizational
papers.


6.3 Enforceable Agreement. This Agreement is a
legal, valid and binding agreement of the Borrower, enforceable against the
Borrower in accordance with its terms, and any instrument or agreement required
hereunder, when executed and delivered, will be similarly legal, valid, binding
and enforceable.


6.4 Good Standing. In each state in which the
Borrower does business, it is properly licensed, in good standing, and, where
required, in compliance with fictitious name statutes.


6.5 No Conflicts. This Agreement does not
conflict with any law, agreement, or obligation by which the Borrower is bound.


6.6 Financial Information. All financial and
other information that has been or will be supplied to the Bank is sufficiently
complete to give the Bank accurate knowledge of the Borrower’s (and any
guarantor’s) financial condition, including all material contingent
liabilities. Since the date of the most recent financial statement provided to
the Bank, there has been no material adverse change in the business condition
(financial or otherwise), operations, properties or prospects of the Borrower
(or any guarantor). If the Borrower is comprised of the trustees of a trust,
the foregoing representations shall also pertain to the trustor(s) of the
trust.


6.7 Lawsuits. There is no lawsuit, tax claim or
other dispute pending or threatened against the Borrower which, if lost, would
impair the Borrower’s financial condition or ability to repay the loan, except
as have been disclosed in writing to the Bank.


6.8 Collateral. All collateral required in this
Agreement is owned by the grantor of the security interest free of any title
defects or any liens or interests of others, except those which have been
approved by the Bank in writing.


6.9 Permits, Franchises. The Borrower possesses
all permits, memberships, franchises, contracts and licenses required and all
trademark rights, trade name rights, patent rights, copyrights and fictitious
name rights necessary to enable it to conduct the business in which it is now
engaged.


6.10 Other Obligations. The Borrower is not in
default on any obligation for borrowed money, any purchase money obligation or
any other material lease, commitment, contract, instrument or obligation,
except as have been disclosed in writing to the Bank.


6.11 Tax Matters. The Borrower has no knowledge
of any pending assessments or adjustments of its income tax for any year and
all taxes due have been paid, except as have been disclosed in writing to the
Bank.


6.12 No Event of Default. There is no event
which is, or with notice or lapse of time or both would be, a default under
this Agreement.


	
  

 	
  

 	
  

 
	
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 6.13 Insurance. The Borrower has obtained, and
 maintained in effect, the insurance coverage required in the “Covenants”
 section of this Agreement.

 
	
  

 	
  

 
	
 7.

 	
 COVENANTS

 
	
  

 	
  

 
	
 The Borrower agrees, so long as
 credit is available under this Agreement and until the Bank is repaid in
 full:

 
	
  

 	
  

 
	
 7.1 Use of
 Proceeds.

 
	
  

 	
  

 
	
 (a)

 	
 To use the proceeds of Facility No.
 1 only for the purchase of a new Marriott brand hotel.

 
	
  

 	
  

 
	
 (b)

 	
 The proceeds of the credit extended
 under this Loan Agreement may not be used directly or indirectly to purchase or carry any “margin stock” as
 that term is defined in Regulation U of the Board of Governors of the Federal
 Reserve System, or extend credit to or invest in other parties for the
 purpose of purchasing or carrying any such “margin
 stock,” or to reduce or retire any indebtedness incurred for such purpose.

 
	
  

 	
  

 
	
 7.2 Financial
 information. To provide, or cause to be provided, promptly and in
 any event within fifteen (15) days after written request from the Bank, financial
 statements, tax returns, investment statements and other information in form and content acceptable to the Bank relating to
 the affairs of the Borrower, any guarantor, accommodation party or other
 obligor with respect to the loan as requested by the Bank in writing from
 time to time.

 
	
  

 	
  

 
	
 7.3 Additional
 Negative Covenants. Not to, without the Bank’s written consent:

 
	
  

 	
  

 
	
 (a)

 	
 Engage in any business activities
 substantially different from the Borrower’s present business.

 
	
  

 	
  

 
	
 (b)

 	
 Liquidate or dissolve the Borrower’s
 business.

 
	
  

 	
  

 
	
 (c)

 	
 Voluntarily suspend the Borrower’s business for more than
 zero (0) days in any three hundred sixty five (365) day period.

 
	
  

 	
  

 
	
 7.4 Notices to
 Bank. To promptly notify the Bank in writing of:

 
	
  

 	
  

 
	
 (a)

 	
 Any lawsuit over Two Hundred Fifty Thousand and 00/100 Dollars
 ($250,000.00) against the Borrower or any Obligor.

 
	
  

 	
  

 
	
 (b)

 	
 Any substantial dispute between any
 governmental authority and the Borrower or any Obligor.

 
	
  

 	
  

 
	
 (c)

 	
 Any event of default under this Agreement, or any event
 which, with notice or lapse of time or both, would constitute an event of default.

 
	
  

 	
  

 
	
 (d)

 	
 Any material adverse change in the Borrower’s Obligor’s
 business condition (financial or otherwise), operations, properties or prospects, or ability to repay
 the credit.

 
	
  

 	
  

 
	
 (e)

 	
 Any change in the Borrower’s or any Obligor’s name, legal
 structure, principal residence (for an individual), state of registration
 (for a registered entity), place of business, or chief executive office if
 the Borrower or any Obligor has more than one place of business.

 
	
  

 	
  

 
	
 (f) 

 	
 Any actual contingent liabilities of the Borrower or any
 Obligor, and any such contingent liabilities which are reasonably
 foreseeable.

 
	
  

 	
  

 
	
 For purposes of this Agreement, “Obligor” shall mean any
 guarantor, or any party pledging collateral to the Bank, or, if the Borrower is comprised of the trustees of a
 trust, any trustor.

 
	
  

 	
  

 
	
 7.5 Insurance.

 
	
  

 	
  

 
	
 (a)

 	
 General Business Insurance. To
 maintain insurance satisfactory to the Bank as to amount, nature and carrier covering property damage
 (including loss of use and occupancy) to any of the Borrower’s properties,
 business interruption insurance, public liability insurance including
 coverage for contractual liability, product liability and workers’
 compensation, and any other insurance which is usual for the Borrower’s
 business. Each policy shall provide for
 at least 30 days prior notice to the Bank of any cancellation thereof.

 






	
  

 	
  

 	
  

 
	
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7.6 Compliance with Laws. To comply with the laws (including
any fictitious or trade name statute), regulations, and orders of any
government body with authority over the Borrower’s business. The Bank shall
have no obligation to make any advance to
the Borrower except in compliance with all applicable laws and regulations and
the Borrower shall fully cooperate with the Bank in complying with all
such applicable laws and regulations.


7.7 Books and
Records. To maintain adequate books and records.


7.8 Audits. To allow the
Bank and its agents to inspect the Borrower’s properties and examine, audit,
and make copies of books and records at any reasonable time. If any of the
Borrower’s properties, books or records are in the possession of a third party, the
Borrower authorizes that third party to permit the Bank or its agents to have
access to perform inspections or audits and to respond to the Bank’s requests
for information concerning such properties, books and records.


7.9 Perfection of Liens. To help the Bank perfect and
protect its security interests and liens, and reimburse it for related costs it incurs to protect its security
interests and liens.


7.10 Cooperation. To take any action reasonably
requested by the Bank to carry out the intent of this Agreement. 



	
  

 	
  

 
	
8.

 	
DEFAULT AND REMEDIES

 





If any of the
following events of default occurs, the Bank may do one or more of the
following: declare the Borrower in default, stop making any additional credit
available to the Borrower, and require the Borrower to repay its entire debt
immediately and without prior notice. If an event which, with notice or the
passage of time, will constitute an event of default has occurred and is continuing, the Bank has
no obligation to make advances or extend additional credit under this Agreement. In addition, if any event of default
occurs, the Bank shall have all rights, powers and remedies available under any
instruments and agreements required by or executed in connection with this
Agreement, as well as all rights and
remedies available at law or in equity. If an event of default occurs under the
paragraph entitled “Bankruptcy,” below,
with respect to the Borrower, then the entire debt outstanding under this
Agreement will automatically be due immediately.


8.1 Failure to Pay. The Borrower
fails to make a payment under this Agreement when due.


8.2 Other Bank Agreements. Any default occurs under any other
agreement the Borrower (or any Obligor) or any of the Borrower’s related entities or affiliates has with the Bank or any
affiliate of the Bank.


8.3 Cross-default. Any default
occurs under any agreement in connection with any credit the Borrower (or any Obligor) or any of the Borrower’s
related entities or affiliates has obtained from anyone else or which the
Borrower (or any Obligor) or any of the
Borrower’s related entities or affiliates has guaranteed.


8.4 False Information. The Borrower or any Obligor has
given the Bank false or misleading information or representations.


8.5 Bankruptcy. The
Borrower, any Obligor, or any general partner of the Borrower or of any Obligor
files a bankruptcy
petition, a bankruptcy petition is filed against any of the foregoing parties,
or the Borrower, any Obligor, or any general
partner of the Borrower or of any Obligor makes a general assignment for the
benefit of creditors.


8.6 Receivers. A receiver or similar official is
appointed for a substantial portion of the Borrower’s or any Obligor’s business, or the business is terminated, or, if
any Obligor is anything other than a natural person, such Obligor is liquidated
or dissolved.


8.7 Lien Priority. The Bank fails to have an
enforceable first lien (except for any prior liens to which the Bank has consented in writing) on or security interest in
any property given as security for this Agreement (or any guaranty).


8.8 Judgments. Any
judgments or arbitration awards are entered against the Borrower or any
Obligor, or the Borrower
or any Obligor enters into any settlement agreements with respect to any
litigation or arbitration, in an aggregate amount
of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or more in
excess of any insurance coverage.


	
  

 	
  

 	
  

 
	
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8.9 Death. If the
Borrower or any Obligor is a natural
person, the Borrower or such Obligor dies or becomes legally incompetent; if the Borrower or any
Obligor is a trust, a trustor dies or becomes legally incompetent; if the
Borrower or any Obligor is a partnership,
any general partner dies or becomes legally incompetent.


8.10 Material Adverse Change. A material adverse change occurs,
or is reasonably likely to occur, in the Borrower’s (or any Obligor’s) business condition (financial or otherwise),
operations, properties or prospects, or ability to repay the credit; or the
Bank determines that it is insecure for any other reason.


8.11 Government Action. Any government authority takes action
that the Bank believes materially adversely affects the Borrower’s or any Obligor’s financial condition or ability to
repay.


8.12 Default under
Related Documents. Any default occurs under any guaranty,
subordination agreement, security agreement, deed of trust,
mortgage, or other document required by or delivered in connection with this
Agreement or any such document is no longer in effect, or any guarantor
purports to revoke or disavow the guaranty.


8.13 Other Breach
Under Agreement. A default occurs under any other term or
condition of this Agreement not specifically referred to in this Article. This
includes any failure or anticipated failure by the Borrower (or any other party
named in the
Covenants section) to comply with the financial covenants set forth in this
Agreement, whether such failure is
evidenced by financial statements delivered to the Bank or is otherwise known
to the Borrower or the Bank.


	
  

 	
  

 
	
9.

 	
ENFORCING THIS
AGREEMENT; MISCELLANEOUS

 





9.1 Accounting
Principals and Financial Computations. Except as otherwise stated
in this Agreement, all financial information provided to the Bank and
computation of all financial covenants will be made in accordance with
accounting principles
applied consistently with those applied in the preparation of the financial
statements provided to the Bank prior to
the date of this Agreement.


9.2 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of Virginia. To the extent that the Bank has greater rights or
remedies under federal law, whether as a national bank or otherwise, this
paragraph shall not be deemed to deprive the Bank of such rights and remedies
as may be available under federal law.


9.3 Successors and
Assigns. This Agreement is binding on the Borrower’s and the
Bank’s successors and assignees. The Borrower agrees that it may not assign
this Agreement without the Bank’s prior consent. The Bank may sell
participations in or assign this loan, and may exchange information about the
Borrower (including, without limitation, any information regarding any
hazardous substances) with actual or potential participants or assignees. If a
participation is sold or the loan is assigned, the purchaser will have the
right of set-off against the Borrower.


9.4 Dispute Resolution Provision.
This paragraph, including the subparagraphs below, is referred to as the
“Dispute Resolution Provision.” This
Dispute Resolution Provision is a material inducement for the parties entering
into this agreement.


	
  

 	
  

 
	
 (a)

 	
 This Dispute Resolution Provision concerns
 the resolution of any controversies or claims between the parties, whether arising in contract, tort
 or by statute, including but not limited to controversies or claims that
 arise out of or relate to: (i) this agreement (including any renewals, extensions
 or modifications); or (ii) any document related to this agreement (collectively a “Claim”). For the purposes of this
 Dispute Resolution Provision only, the term “parties” shall include any
 parent corporation, subsidiary or affiliate of the Bank involved in the
 servicing, management or administration of any obligation described or
 evidenced by this agreement.

 
	
  

 	
  

 
	
 (b)

 	
 At the request of any party to this agreement, any Claim
 shall be resolved by binding arbitration in accordance with the Federal
 Arbitration Act (Title 9, U.S. Code) (the “Act”). The Act will apply even
 though this agreement provides that it is
 governed by the law of a specified state.

 
	
  

 	
  

 
	
 (c)

 	
 Arbitration proceedings will be
 determined in accordance with the Act, the then-current rules and procedures
 for the arbitration of financial services disputes of the American
 Arbitration Association or any successor thereof (“AAA”), and the terms of
 this Dispute Resolution Provision. In the event of any inconsistency, the
 terms of this Dispute Resolution Provision shall control. If AAA is unwilling
 or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of
 this arbitration clause, the Bank may designate another arbitration
 organization with similar procedures to
 serve as the provider of arbitration.

 






	
  

 	
  

 	
  

 
	
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 (d)

 	
 The arbitration shall be administered by AAA and
 conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral
 for this credit is located or if there is no such collateral, in the state
 specified in the governing law section of this agreement. All Claims shall be
 determined by one arbitrator; however, if Claims exceed Five Million
 Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration
 hearings shall commence within ninety (90) days of the demand for arbitration
 and close within ninety (90) days of commencement and the award of the
 arbitrator(s) shall be issued within thirty (30) days of the close of the
 hearing. However, the arbitrator(s), upon a showing of good cause, may extend
 the commencement of the hearing for up to an additional sixty (60) days. The
 arbitrator(s) shall provide a concise
 written statement of reasons for the award. The arbitration award may be
 submitted to any court having jurisdiction to be confirmed and have
 judgment entered and enforced.

 
	
  

 	
  

 
	
 (e)

 	
 The arbitrator(s) will give effect to statutes of
 limitation in determining any Claim and may dismiss the arbitration on the
 basis that the Claim is barred. For purposes of the application of any
 statutes of limitation, the service on AAA
 under applicable AAA rules of a notice of Claim is the equivalent of the
 filing of a lawsuit. Any dispute concerning this arbitration provision or
 whether a Claim is arbitrable shall be determined by the arbitrator(s), except as set forth at subparagraph (h) of this
 Dispute Resolution Provision. The arbitrator(s) shall have the power
 to award legal fees pursuant to the terms of this agreement.

 
	
  

 	
  

 
	
 (f)

 	
 This paragraph does not limit the
 right of any party to: (i) exercise self-help remedies, such as but not
 limited to, setoff; (ii) initiate judicial or non-judicial foreclosure
 against any real or personal property collateral; (iii) exercise any judicial or power of sale
 rights, or (iv) act in a court of law to obtain an interim remedy, such as
 but not limited to, injunctive relief,
 writ of possession or appointment of a receiver, or additional or supplementary
 remedies.

 
	
  

 	
  

 
	
 (g)

 	
 The filing of a court action is not intended to constitute
 a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to
 arbitration.

 
	
  

 	
  

 
	
 (h)

 	
 Any arbitration or trial by a judge
 of any Claim will take place on an individual basis without resort to any
 form of class
 or representative action (the “Class Action Waiver”). Regardless of anything
 else in this Dispute Resolution Provision,
 the validity and effect of the Class Action Waiver may be determined only by
 a court and not by an arbitrator. The parties to this Agreement acknowledge
 that the Class Action Waiver is material and essential to the
 arbitration of any disputes between the parties and is nonseverable from the
 agreement to arbitrate Claims. If the Class Action Waiver is limited, voided
 or found unenforceable, then the parties’ agreement to arbitrate shall be null and void with respect to such proceeding,
 subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The Parties acknowledge and agree that under no circumstances will a
 class action be arbitrated.

 
	
  

 	
  

 
	
 (i)

 	
 By agreeing to binding arbitration,
 the parties irrevocably and voluntarily waive any right they may have to a
 trial by jury in respect of any Claim. Furthermore, without intending in any
 way to limit this agreement to arbitrate, to the extent any Claim is not
 arbitrated, the parties irrevocably and voluntarily waive any right they may
 have to a trial by jury in respect of such Claim. This waiver of jury trial
 shall remain in effect even if the Class Action Waiver is limited,
 voided or found unenforceable. WHETHER THE
 CLAIM IS DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE,
 THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL
 BY JURY TO THE EXTENT PERMITTED BY LAW.

 



9.5 Severability;
Waivers. If any part of this Agreement is not enforceable, the rest of the
Agreement may be enforced. The Bank retains all rights, even if it makes a loan
after default. If the Bank waives a default, it may enforce a later default.
Any consent or waiver under this Agreement must be in writing.


9.6 Attorneys’ Fees. The Borrower shall reimburse the
Bank for any reasonable costs and attorneys’ fees incurred by the Bank in connection with the enforcement or
preservation of any rights or remedies under this Agreement and any other
documents executed in connection with this Agreement, and in connection with
any amendment, waiver, “workout” or restructuring under this Agreement.
In the event of a lawsuit or arbitration proceeding, the prevailing party is
entitled to recover costs and reasonable
attorneys’ fees incurred in connection with the lawsuit or arbitration
proceeding, as determined by the court or arbitrator. In the event that any
case is commenced by or against the Borrower under the Bankruptcy Code (Title
11, United States Code) or any similar or successor statute, the Bank is
entitled to recover costs and reasonable attorneys’ fees incurred by the Bank
related to the preservation, protection, or enforcement of any rights of the
Bank in such a case. As used in this paragraph, “attorneys’ fees” includes the
allocated costs of the Bank’s in-house counsel.


	
  

 	
  

 	
  

 
	
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9.7 Set-Off.


	
  

 	
  

 
	
 (a)

 	
 In addition to any rights and remedies of the Bank
 provided by law, upon the occurrence and during the continuance of any event
 of default under this Agreement, the Bank is authorized, at any time, to set
 off and apply any and all Deposits of the Borrower or any Obligor held by the
 Bank against any and all Obligations owing to the Bank. The set-off may be
 made irrespective of whether or not the Bank shall have made demand under
 this Agreement or any guaranty, and although such Obligations may be contingent
 or unmatured or denominated in a currency different from that of the
 applicable Deposits.

 
	
  

 	
  

 
	
 (b)

 	
 The set-off may be made without prior notice to the
 Borrower or any other party, any such notice being waived by the Borrower (on
 its own behalf and on behalf of each Obligor) to the fullest extent permitted
 by law. The Bank agrees promptly to notify the Borrower after any such
 set-off and application; provided, however, that the failure to give
 such notice shall not affect the validity of such set-off and application.

 
	
  

 	
  

 
	
 (c)

 	
 For the purposes of this paragraph, “Deposits” means any
 deposits (general or special, time or demand, provisional or final,
 individual or joint) and any instruments owned by the Borrower or any Obligor
 which come into the possession or custody or under the control of the Bank.
 “Obligations” means all obligations, now or hereafter existing, of the
 Borrower to the Bank under this Agreement and under any other agreement or
 instrument executed in connection with this Agreement, and the obligations to
 the Bank of any Obligor.

 
	
  

 	
  

 
	
 9.8 One Agreement. This Agreement and any related
 security or other agreements required by this Agreement, collectively:

 
	
  

 	
  

 
	
 (a)

 	
 represent the sum of the understandings and agreements
 between the Bank and the Borrower concerning this credit;

 
	
  

 	
  

 
	
 (b)

 	
 replace any prior oral or written agreements between the
 Bank and the Borrower concerning this credit; and

 
	
  

 	
  

 
	
 (c)

 	
 are intended by the Bank and the Borrower as the final,
 complete and exclusive statement of the terms agreed to by them.

 
	
  

 	
  

 
	
 In the event
 of any conflict between this Agreement and any other agreements required by
 this Agreement, this Agreement will prevail. Any reference in any related
 document to a “promissory note” or a “note” executed by the Borrower and dated
 as of the date of this Agreement shall be deemed to refer to this Agreement,
 as now in effect or as hereafter amended, renewed, or restated.

 
	
  

 	
  

 
	
 9.9 Notices. Unless otherwise provided in this
 Agreement or in another agreement between the Bank and the Borrower, all
 notices required under this Agreement shall be personally delivered or sent
 by first class mail, postage prepaid, or by overnight courier, to the
 addresses on the signature page of this Agreement, or sent by facsimile to
 the fax numbers listed on the signature page, or to such other addresses as
 the Bank and the Borrower may specify from time to time in writing. Notices
 and other communications shall be effective (i) if mailed, upon the earlier
 of receipt or five (5) days after deposit in the U.S. mail, first class,
 postage prepaid, (ii) if telecopied, when transmitted, or (iii) if hand-delivered,
 by courier or otherwise (including telegram, lettergram or
 mailgram), when delivered.

 
	
  

 	
  

 
	
 9.10 Headings. Article and paragraph headings are
 for reference only and shall not affect the interpretation or meaning of any
 provisions of this Agreement.

 
	
  

 	
  

 
	
 9.11 Counterparts. This Agreement may be executed
 in as many counterparts as necessary or convenient, and by the different
 parties on separate counterparts each of which, when so executed, shall be
 deemed an original but all such counterparts shall constitute but one and the
 same agreement.

 
	
  

 	
  

 
	
 9.12 Borrower Information; Reporting to Credit Bureaus.
 The Borrower authorizes the Bank at any time to verify or check any
 information given by the Borrower to the Bank, check the Borrower’s credit
 references, verify employment, and obtain credit reports. The Borrower agrees
 that the Bank shall have the right at all times to disclose and report to
 credit reporting agencies and credit rating agencies such information
 pertaining to the Borrower and/or all guarantors as is consistent with the
 Bank’s policies and practices from time to time in effect.

 
	
  

 	
  

 
	
 9.13 Document Receipt Cut-Off Date. Unless this
 Agreement and any documents required by this Agreement have been signed and
 returned to the Bank within 60 days after the date of this Agreement (the
 “Document Receipt Cut-Off Date”), the Bank shall have the right to notify the
 Borrower in writing that the Bank’s commitment to extend credit under this
 Agreement has expired. If the executed Agreement and accompanying loan
 documents are received after the

 






	
  

 	
  

 	
  

 
	
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Document Receipt Cut-Off Date, the
Bank shall have a reasonable period of time after receipt of the executed
Agreement and accompanying loan documents to provide such notice.


The Borrower executed this Agreement
as of the date stated at the top of the first page, intending to create an
instrument executed under seal.


Bank:


Bank of America, N.A.


	
  

 	
  

 	
  

 
	
 By:

 	
 

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Mark Kemp, Senior Vice President

 	
  

 



Borrower:


Apple REIT Ten, Inc.


	
  

 	
  

 	
  

 
	
 By:

 	
 

 	
  (Seal)

 
	
  

 	

 


 	
  

 
	
  

 	
 David S. McKenney, President

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
 Address where notices to Apple REIT Ten, Inc. are to be
 sent:

 	
 Address where notices to the Bank are to be sent:

 
	
  

 	 	
  

 	 
	
 814 E Main St

 	
 Charlotte - Attn: Notice Desk

 
	
 Richmond, VA 23219

 	
 NC1-014-13-04

 
	
  

 	
 200 South College Street, 13th Floor

 
	
  

 	
 Charlotte, NC 28255

 
	
  

 	
  

 
	
 Telephone:

 	
  

 	
 Facsimile: 

 	
  

 
	
  

 	


 	
  

 	


 
	
 Facsimile:

 	
  

 	
  

 	
  

 
	
  

 	


 	
  

 	
  

 



Federal
law requires Bank of America, N.A. (the “Bank”) to provide the following notice.
The notice is not part of the foregoing agreement or instrument and may not be
altered. Please read the notice carefully.


(1) USA PATRIOT ACT NOTICE


Federal law requires all financial
institutions to obtain, verify and record information that identifies each
person who opens an account or obtains a loan. The Bank will ask for the
Borrower’s legal name, address, tax ID number or social security number and
other identifying information. The Bank may also ask for additional information
or documentation or take other actions reasonably necessary to verify the
identity of the Borrower, guarantors or other related persons.


	
  

 	
  

 	
  

 
	
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RESOLUTIONS TO OBTAIN CREDIT

(CORPORATION)


	
  

 	
  

 	
  

 
	
  

 	
 RESOLVED, that this corporation, Apple REIT Ten, Inc.,
 may:

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 borrow money from Bank of America, N.A. (“Bank”);

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 obtain for the account of this corporation commercial and
 standby letters of credit issued by Bank;

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 obtain for the account of this corporation Bank’s
 acceptance of drafts and other instruments; and

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 discount with or sell to Bank notes, acceptances, drafts,
 receivables and other evidences of indebtedness, and assign or otherwise
 transfer to Bank any security interest or lien for such obligations;

 



from time to time, in such amount or
amounts as in the judgment of the Authorized Officers (as hereinafter defined)
this corporation may require (the credit facilities described in the first part
of this resolution are collectively referred to herein as the “Credit
Facilities”).


          RESOLVED
FURTHER, that this corporation is authorized to enter into one or more
agreements with Bank or an affiliate of Bank that provide for an interest rate,
credit, commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option,
securities puts, calls, collars, options or forwards or any combination of, or
option with respect to, these or similar transactions, which agreements may be
oral or in writing (collectively, “Hedge Agreements”) and to execute and
deliver any master agreement and the related schedule, confirmation or other
agreement or certificate as Bank or its affiliate may require relating to such
Hedge Agreements, including without limitation, any security or other
collateral documentation as Bank or its affiliate may require in connection
therewith.


          RESOLVED
FURTHER, that the Authorized Officers are hereby authorized and directed, as
security for any obligation or obligations of this corporation to Bank, whether
arising pursuant to these Resolutions or otherwise, to grant in favor of Bank a
security interest in or lien on any real or personal property belonging to or
under the control of this corporation.


          RESOLVED
FURTHER, that


          Any ONE (1)
of the following:


          David
S. McKenney, President


of this corporation, acting
individually or in any combination as may be set forth above (the “Authorized
Officers”), are hereby authorized and directed, in the name of this
corporation, to execute and deliver to Bank, and Bank is requested to accept:


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the notes, credit agreements, advance account agreements,
 acceptance agreements, letter of credit applications and agreements, purchase
 agreements, sale agreements or other

 






	
  

 	
  

 	
  

 
	
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 instruments, agreements and documents which evidence the
 obligations of this corporation under the Credit Facilities obtained or to be
 obtained pursuant to these resolutions;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 any and all security agreements, deeds of trust,
 mortgages, financing statements, fixture filings or other instruments,
 agreements and documents with respect to any security interest or lien
 authorized to be given pursuant to these resolutions;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 any master agreement and the related schedule,
 confirmation or other agreement or certificate as Bank may require relating
 to Hedge Agreements; and

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 any other instruments, agreements and documents as Bank
 may require and the Authorized Officers may approve.

 



          RESOLVED
FURTHER, that the Authorized Officers are hereby authorized and directed, in
the name of this corporation, to endorse, assign to Bank, and deliver to Bank,
any and all notes, acceptances, drafts, receivables and other evidences of
indebtedness discounted with or sold to Bank, together with any security
interest or lien for such obligations, and to guarantee the payment of the same
to Bank.


          RESOLVED
FURTHER, that any and all of the instruments, agreements and documents referred
to above may contain such recitals, covenants, agreements and other provisions
as Bank may require and the Authorized Officers may approve, and the execution
of such instruments, agreements and documents by the Authorized Officers shall
be conclusive evidence of such approval, and that the Authorized Officers are
authorized from time to time to execute renewals or extensions of any and all
such instruments, agreements and documents.


          RESOLVED
FURTHER, that Bank is authorized to act upon the foregoing resolutions until
written notice of revocation is received by Bank, and that the authority hereby
granted shall apply with equal force and effect to the successors in office of
the Authorized Officers.


CORPORATE SECRETARY’S CERTIFICATE


          I, David Buckley, Secretary
of Apple REIT Ten, Inc., a corporation organized and existing under the laws of
the Commonwealth of Virginia (the “Corporation”), hereby certify that the
foregoing is a full, true and correct copy of resolutions of the Board of
Directors of the Corporation, duly and regularly adopted by the Board of
Directors of the Corporation in all respects as required by law and the by-laws
of the Corporation at a meeting at which a quorum of the Board of Directors of
the Corporation was present and the requisite number of such directors voted in
favor of said resolutions, or by the unanimous consent in writing of all
members of the Board of Directors of the Corporation to the adoption of said
resolutions.


          I
further certify that said resolutions are still in full force and effect and
have not been amended or revoked, and that the specimen signatures appearing
below are the signatures of the officers authorized to sign for the Corporation
by virtue of such resolutions.


Date: August 19, 2010


	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
 , Secretary of

 
	
  

 	
 Apple REIT Ten, Inc., a Virginia Corporation

 






	
  

 	
  

 
	
 Authorized
 Signatures:



 	
  

 
	
 

 	
  

 
	

 


 	
  

 
	
 David S. McKenney, President

 	
  

 






	
  

 	
  

 	
  

 
	
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