Exhibit 4.2





BORROWER:
Apple REIT Ten, Inc. 


GUARANTOR:
Glade M. Knight


CONTINUING AND UNCONDITIONAL GUARANTY


To:
     Bank of America, N.A.


                    1.
The Guaranty. For valuable consideration, the undersigned (“Guarantor”)
hereby unconditionally guarantees and promises to pay promptly to Bank of
America, N.A., its subsidiaries and affiliates (collectively, “Bank”), or
order, in lawful money of the United States, any and all Indebtedness of Apple
RElT Ten, Inc. (“Borrower”) to Bank when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter. The liability of
Guarantor under this Guaranty is not limited as to the principal amount of the
Indebtedness guaranteed and includes, without limitation, liability for all
Interest, fees, indemnities (including, without limitation, hazardous waste
indemnities), and other costs and expenses relating to or arising out of the
Indebtedness and for all Swap Obligations now or hereafter owing from Borrower
to Bank. The liability of Guarantor is continuing and relates to any
Indebtedness, including that arising under successive transactions which shall
either continue the Indebtedness or from time to time renew it after it has
been satisfied. This Guaranty is cumulative and does not supersede any other
outstanding guaranties, and the liability of Guarantor under this Guaranty is
exclusive of Guarantor’s liability under any other guaranties signed by
Guarantor, If multiple individuals or entities sign this Guaranty, their
obligations under this Guaranty shall be joint and several. If Guarantor is a
subsidiary or affiliate of Borrower, Guarantor’s liability hereunder shall not
exceed at any one time the largest amount during the period commencing with
Guarantor’s execution of this Guaranty and thereafter that would not render
Guarantor’s obligations hereunder subject to avoidance under Section 548 of the
Bankruptcy Code (Title 11, United States Code) or any comparable provisions of
any applicable state law.


                    2.
Definitions.


	
 

	
 


	
 

	
                    (a)
“Bank Agreements” shall mean all agreements, documents, and instruments
evidencing any of the Indebtedness, including but not limited to all loan
agreements between Borrower and Bank and promissory notes from Borrower in
favor of Bank, and all deeds of trust, mortgages, security agreements, and
other agreements, documents, and instruments executed by Borrower in
connection with the Indebtedness, all as now in effect and as hereafter
amended, restated, renewed, or superseded,


	
 

	
 


	
 

	
                    (b)
“Borrower” shall mean the individual or the entity named in Paragraph 1 of
this Guaranty and, if more than one, then any one or more of them.


	
 

	
 


	
 

	
                    (c)
“Guarantor” shall mean the individual or the entity signing this Guaranty
and, if more than one, then any one or more of them.


	
 

	
 


	
 

	
                    (d)
“Indebtedness” shall mean any and all debts, liabilities, and obligations of
Borrower to Bank, now or hereafter existing, whether voluntary or involuntary
and however arising, whether direct or indirect or acquired by Bank by
assignment, succession, or otherwise, whether due or not due, absolute or
contingent, liquidated or unliquidated, determined or undetermined, held or
to be held by Bank for its own account or as agent for another or others,
whether Borrower may be liable individually or jointly with others, whether
recovery upon such debts, liabilities, and obligations may be or hereafter








	
 

	
 

	
 


	
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become barred by any statute of limitations, and whether
such debts, liabilities, and obligations may be or hereafter become otherwise
unenforceable. Indebtedness includes, without limitation, any and all Swap
Obligations and any and all obligations of Borrower to Bank for reasonable
attorneys’ fees and all other costs and expenses incurred by Bank in the
collection or enforcement of any debts, liabilities, and obligations of
Borrower to Bank.


	
 

	
 


	
 

	
                    (e)
“Swap Obligations” shall mean all obligations of Borrower arising under any
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 now
or hereafter entered into between Borrower and Bank.





                    3.
Obligations Independent. The obligations hereunder are independent of
the obligations of Borrower or any other guarantor, and a separate action or
actions may be brought and prosecuted against Guarantor whether action is
brought against Borrower or any other guarantor or whether Borrower or any
other guarantor be joined in any such action or actions. Anyone executing this
Guaranty shall be bound by its terms without regard to execution by anyone
else,


                    4.
Rights of Bank. Guarantor authorizes Bank, without notice or demand and
without affecting its liability hereunder, from time to time to:


	
 

	
 


	
 

	
                    (a)
renew, compromise, extend, accelerate, or otherwise change the time for
payment, or otherwise change the terms, of the Indebtedness or any part
thereof, including increase or decrease of the rate of interest thereon, or
otherwise change the terms of any Bank Agreements;


	
 

	
 


	
 

	
                    (b)
receive and hold security for the payment of this Guaranty or any
Indebtedness and exchange, enforce, waive, release, fail to perfect, sell, or
otherwise dispose of any such security;


	
 

	
 


	
 

	
                    (c)
apply such security and direct the order or manner of sale thereof as Bank in
its discretion may determine;


	
 

	
 


	
 

	
                    (d)
release or substitute any Guarantor or any one or more of any endorsers or
other guarantors of any of the Indebtedness; and


	
 

	
 


	
 

	
                    (e)
permit the Indebtedness to exceed Guarantor’s liability under this Guaranty,
and Guarantor agrees that any amounts received by Bank from any source other
than Guarantor shall be deemed to be applied first to any portion of the
Indebtedness not guaranteed by Guarantor.





                    5.
Guaranty to be Absolute. Guarantor agrees that until the Indebtedness
has been paid in full and any commitments of Bank or facilities provided by
Bank with respect to the Indebtedness have been terminated, Guarantor shall not
be released by or because of the taking, or failure to take, any action that
might in any manner or to any extent vary the risks of Guarantor under this
Guaranty or that, but for this paragraph, might discharge or otherwise reduce,
limit, or modify Guarantor’s obligations under this Guaranty. Guarantor waives
and surrenders any defense to any liability under this Guaranty based upon any
such action, including but not limited to any action of Bank described in the
immediately preceding paragraph of this Guaranty. It is the express intent of
Guarantor that Guarantor’s obligations under this Guaranty are and shall be
absolute and unconditional.


                    6.
Guarantor’s Waivers of Certain Rights and Certain Defenses. Guarantor
waives:


	
 

	
 


	
 

	
                    (a)
any right to require Bank to proceed against Borrower, proceed against or
exhaust any security for the Indebtedness, or pursue any other remedy in
Bank’s power whatsoever including but not limited to the benefits of Virginia
Code §49-25 and Virginia Code §49-26, as amended, or otherwise, or any
similar statute.


	
 

	
 


	
 

	
                    (b)
any defense arising by reason of any disability or other defense of Borrower,
or the cessation from any cause whatsoever of the liability of Borrower;








	
 

	
 

	
 


	
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                    (c)
any defense based on any claim that Guarantor’s obligations exceed or are more
burdensome than those of Borrower; and


	
 

	
 


	
 

	
                    (d)
the benefit of any statute of limitations affecting Guarantor’s liability
hereunder.





No provision or waiver in this
Guaranty shall be construed as limiting the generality of any other waiver
contained in this Guaranty,


                    7.
Waiver of Subrogation. Until the Indebtedness has been paid in full and
any commitments of Bank or facilities provided by Bank with respect to the
Indebtedness have been terminated, even though the Indebtedness may be in
excess of Guarantor’s liability hereunder, Guarantor waives to the extent
permitted by applicable law any right of subrogation, reimbursement,
indemnification, and contribution (contractual, statutory, or otherwise)
including, without limitation, any claim or right of subrogation under the
Bankruptcy Code (Title 11, United States Code) or any successor statute,
arising from the existence or performance of this Guaranty, and Guarantor
waives to the extent permitted by applicable law any right to enforce any
remedy that Bank now has or may hereafter have against Borrower, and waives any
benefit of, and any right to participate in, any security now or hereafter held
by Bank.


                    8.
Waiver of Notices. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices
of dishonor, notices of intent to accelerate, notices of acceleration, notices
of any suit or any other action against Borrower or any other person, any other
notices to any party liable on any Bank Agreement (including Guarantor),
notices of acceptance of this Guaranty, notices of the existence, creation, or
incurring of new or additional Indebtedness to which this Guaranty applies or
any other Indebtedness of Borrower to Bank, and notices of any fact that might
increase Guarantor’s risk.


                    9.
Security. To secure all of Guarantor’s obligations hereunder, Guarantor
assigns and grants to Bank a security interest in all moneys, securities, and
other property of Guarantor now or hereafter in the possession of Bank, all
deposit accounts of Guarantor maintained with Bank, and all proceeds thereof.
Upon default or breach of any of Guarantor’s obligations to Bank, Bank may
apply any deposit account to reduce the Indebtedness, and may foreclose any
collateral as provided in the Uniform Commercial Code and in any security
agreements between Bank and Guarantor.


                    10.
Subordination. Any obligations of Borrower to Guarantor, now or hereafter
existing, including but not limited to any obligations to Guarantor as subrogee
of Bank or resulting from Guarantor’s performance under this Guaranty, are
hereby subordinated to the Indebtedness. In addition to Guarantor’s waiver of
any right of subrogation as set forth in this Guaranty with respect to any
obligations of Borrower to Guarantor as subrogee of Bank, Guarantor agrees
that, if Bank so requests, Guarantor shall not demand, take, or receive from
Borrower, by setoff or in any other manner, payment of any other obligations of
Borrower to Guarantor until the Indebtedness has been paid in full and any
commitments of Bank or facilities provided by Bank with respect to the
Indebtedness have been terminated, If any payments are received by Guarantor in
violation of such waiver or agreement, such payments shall be received by
Guarantor as trustee for Bank and shall be paid over to Bank on account of the
Indebtedness, but without reducing or affecting in any manner the liability of
Guarantor under the other provisions of this Guaranty. Any security interest,
lien, or other encumbrance that Guarantor may now or hereafter have on any
property of Borrower is hereby subordinated to any security interest; lien, or
other encumbrance that Bank may have on any such property.


                    11.
Revocation of Guaranty.


	
 

	
 


	
 

	
                    (a)
This Guaranty may be revoked at any time by Guarantor in respect to future
transactions. Such revocation shall be effective upon actual receipt by Bank,
at the address shown below or at such other address as may have been provided
to Guarantor by Bank, of Written notice of revocation. Revocation shall not
affect any of Guarantor’s obligations or Bank’s rights with respect
to transactions committed or entered into prior to Bank’s receipt of such
notice, regardless of whether or not the Indebtedness related to such
transactions, before or after revocation, has been incurred, renewed,
compromised, extended, accelerated, or otherwise changed as to any of its
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payment or increase or decrease of the rate of interest
thereon, and regardless of any other act or omission of Bank authorized
hereunder. Revocation by Guarantor shall not affect any obligations of any
other guarantor.


	
 

	
 


	
 

	
                    (b)
In the event of the death of a Guarantor, the liability of the estate of the
deceased Guarantor shall continue in full force and effect as to (i) the
Indebtedness existing at the date of death, and any renewals or extensions
thereof, and (ii) loans or advances: made to or for the account of Borrower
after the date of the death of the deceased Guarantor pursuant to a
commitment made by Bank to Borrower prior to the date of such death. As to
all surviving Guarantors, this Guaranty shall continue in full force and
effect after the death of a Guarantor, not only as to the Indebtedness
existing at that time, but also as to the Indebtedness thereafter incurred by
Borrower to Bank.


	
 

	
 


	
 

	
                    (c)
Guarantor acknowledges and agrees that this Guaranty may be revoked only in
accordance with the foregoing provisions of this paragraph and shall not be
revoked simply as a result of any change in name, location, or composition or
structure of Borrower, the dissolution of Borrower, or the termination,
increase, decrease, or other change of any personnel or owners of Borrower.





                    12.
Reinstatement of Guaranty. If this Guaranty is revoked, returned, or
canceled, and subsequently any payment or transfer of any interest in property
by Borrower to Bank is rescinded or must be returned by Bank to Borrower, this
Guaranty shall be reinstated with respect to any such payment or transfer,
regardless of any such prior revocation, return, or cancellation.


                    13.
Stay of Acceleration. In the event that acceleration of the time for
payment of any of the Indebtedness is stayed upon the insolvency, bankruptcy,
or reorganization of Borrower or otherwise, all such Indebtedness guaranteed by
Guarantor shall nonetheless be payable by Guarantor immediately if requested by
Bank.


                    14.
No Setoff or Deductions; Taxes.


	
 

	
 


	
 

	
                    (a)
Guarantor represents and warrants that it is organized and resident in the
United States of America. All payments by Guarantor hereunder shall be paid
in full, without setoff or counterclaim or any deduction or withholding
whatsoever, Including, without limitation, for any and all present and future
taxes. If Guarantor must make a payment under this Guaranty, Guarantor
represents and warrants that it will make the payment from one of its U.S.
resident offices to Bank so that no withholding tax is imposed on the
payment. Notwithstanding the foregoing, if Guarantor makes a payment under
this Guaranty to which withholding tax applies or if any taxes (other than
taxes on net income (i) imposed by the country or any subdivision of the
country in which Bank’s principal office or actual lending office is located
and (ii) measured by the United States taxable income Bank would have
received if all payments under or in respect of this Guaranty were exempt
from taxes levied by Guarantor’s country) are at any time imposed on any
payments under or in respect of this Guaranty including, but not limited to,
payments made pursuant to this paragraph, Guarantor shall pay all such taxes
to the relevant authority in accordance with applicable law such that Bank
receives the sum it would have received had no such deduction or withholding
been made (or, if (Guarantor cannot legally comply with the foregoing.
Guarantor shall pay to Bank such additional amounts as will result in Bank
receiving the sum it would have received had no such deduction or withholding
been made), Further, Guarantor shall also pay to Bank, on demand, all
additional amounts that Bank specifies as necessary to preserve the after-tax
yield Bank would have received if such taxes had not been imposed.


	
 

	
 


	
 

	
                    (b)
Guarantor shall promptly provide Bank with an original receipt or certified
copy issued by the relevant authority evidencing the payment of any such
amount required to be deducted or withheld.





                    15.
Information Relating to Borrower. Guarantor acknowledges and agrees that
it has made such independent examination, review, and investigation of the Bank
Agreements as Guarantor deems necessary and appropriate, including, without
limitation, any covenants pertaining to Guarantor contained therein, and shall
have sole responsibility to obtain from Borrower any information required by
Guarantor about any modifications thereto. Guarantor further acknowledges and
agrees that it shall have the sole responsibility for, and has


	
 

	
 

	
 


	
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adequate means of, obtaining from
Borrower such information concerning Borrower’s financial condition or business
operations as Guarantor may require, and that Bank has no duty, and Guarantor
is not relying on Bank, at any time to disclose to Guarantor any information
relating to the business operations or financial condition of Borrower.


                    16.
Borrower’s Authorization. Where Borrower is a corporation, partnership,
or limited liability company, it is not necessary for Bank to inquire into the
powers of Borrower or of the officers, directors, partners, members, managers,
or agents acting or purporting to act on its behalf, and any Indebtedness made
or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder, subject to any limitations on Guarantor’s liability set
forth herein.


                    17.
Guarantor Information; Reporting to Credit Bureaus. Guarantor authorizes
Bank to verify or check any information given by Guarantor to Bank, check
Guarantor’s credit references, verify employment, and obtain credit reports.
Guarantor agrees that 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 Indebtedness and/or Guarantor as is consistent with Bank’s
policies and practices from time to time in effect. Guarantor acknowledges and
agrees that the authorizations provided in this paragraph apply to any
individual general partner of Guarantor and to Guarantor’s spouse and any such
general partner’s spouse if Guarantor or such general partner is married and
lives in a community property state.


                    18.
Change of Status. Any Guarantor that is a business entity shall not
enter into any consolidation, merger, or other combination unless Guarantor is
the surviving business entity. Further, Guarantor shall not change its legal
structure unless (a) Guarantor obtains the prior written consent of Bank and
(b) all Guarantor’s obligations under this Guaranty are assumed by the new
business entity.


                    19.
Remedies. If Guarantor fails to fulfill its duty to pay all Indebtedness
guaranteed hereunder, Bank shall have all of the remedies of a creditor and, to
the extent applicable, of a secured party, under all applicable law. Without
limiting the foregoing to the extent permitted by law, Bank may, at its option
and without notice or demand:


	
 

	
 


	
 

	
                    (a)
declare any Indebtedness due and payable at once;


	
 

	
 


	
 

	
                    (b)
take possession of any collateral pledged by Borrower or Guarantor, wherever
located, and sell, resell, assign, transfer, and deliver all or any part of
the collateral at any public or private sale or otherwise dispose of any or
all of the collateral in its then condition, for cash or on credit or for
future delivery, and in connection therewith Bank may impose reasonable
conditions upon any such sale. Further, Bank, unless prohibited by law the,
provisions of which cannot be waived, may purchase all or any part of the collateral
to be sold, free from and discharged of all trusts, claims, rights of
redemption and equities of Borrower or Guarantor whatsoever. Guarantor
acknowledges and agrees that the sale of any collateral through any
nationally recognized broker-dealer, investment banker, or any other method
common in the securities industry shall be deemed a commercially reasonable
sale under the Uniform Commercial Code or any other equivalent statute or
federal law, and expressly waives notice thereof except as provided herein;
and


	
 

	
 


	
 

	
                    (c)
set off against any or all liabilities of Guarantor all money owed by Bank or
any of its agents or affiliates in any capacity to Guarantor, whether or not
due, and also set off against all other liabilities of Guarantor to Bank all
money owed by Bank in any capacity to Guarantor. If exercised by Bank, Bank
shall be deemed to have exercised such right of setoff and to have made a
charge against any such money immediately upon the occurrence of such default
although made or entered on the books subsequent thereto.





                    20.
Notices. All notices required under this Guaranty 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 Guaranty, or sent by
facsimile to the fax numbers listed on the signature page, or to such other
addresses as Bank and Guarantor may specify from time to time in writing.
Notices sent by (a) first class mail shall be deemed delivered on the earlier
of actual receipt or on the fourth business day after deposit in the U.S. mail,
postage prepaid,


	
 

	
 

	
 


	
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(b) overnight courier shall be
deemed delivered on the next business day, and (c) telecopy shall be deemed
delivered when transmitted.


                    21.
Successors and Assigns. This Guaranty (a) binds Guarantor and
Guarantor’s executors, administrators, successors, and assigns, provided that,
Guarantor may not assign its rights or obligations under this Guaranty without
the prior written consent of Bank, and (b) inures to the benefit of Bank and
Bank’s indorsees, successors, and assigns. Bank may, without notice to
Guarantor and without affecting Guarantor’s obligations hereunder, sell,
assign, grant participations in, or otherwise transfer to any other person,
firm, or corporation the Indebtedness and this Guaranty, in whole or in part.
Guarantor agrees that Bank may disclose to any assignee or purchaser, or any
prospective assignee or purchaser, of all or part of the Indebtedness any and
all information in Bank’s possession concerning Guarantor, this Guaranty, and
any security for this Guaranty.


                    22.
Amendments, Waivers, and Severability. No provision of this Guaranty may
be amended or waived except in writing. No failure by Bank to exercise, and no
delay in exercising, any of its rights, remedies, or powers shall operate as
a waiver thereof, and no single or partial exercise of any such right, remedy,
or power shall preclude any other or further exercise thereof or the exercise
of any other right, remedy, or power. The unenforceability or invalidity of any
provision of this Guaranty shall not affect the enforceability or validity of
any other provision of this Guaranty.


                    23.
Costs and Expenses. Guarantor agrees to pay all reasonable attorneys’
fees, including allocated costs of Bank’s in-house counsel to the extent
permitted by applicable law, and all other costs and expenses that may be
incurred by Bank (a) in the enforcement of this Guaranty or (b) in the
preservation, protection, or enforcement of any rights of Bank in any case
commenced by or against Guarantor or Borrower under the Bankruptcy Code (Title
11, United States Code) or any similar or successor statute.


                    24.
Governing Law and Jurisdiction. This Guaranty shall be governed by and
construed and enforced in accordance with the law of the Virginia. To the
extent that Bank has greater rights or remedies under federal law, whether as
a national bank or otherwise, this paragraph shall not be deemed to deprive Bank
of such rights and remedies as may be available under federal law. Jurisdiction
and venue for any action or proceeding to enforce this Guaranty shall be the
forum appropriate for such action or proceeding against Borrower, to which
jurisdiction Guarantor irrevocably submits and to which venue Guarantor waives
to the fullest extent permitted by law any defense asserting an inconvenient
forum in connection therewith. It is provided, however, that if Guarantor owns
property in another state, notwithstanding that the forum for enforcement
action is elsewhere, Bank may commence a collection proceeding in any state in
which Guarantor owns property for the purpose of enforcing provisional remedies
against such property, Service of process by Bank in connection with such
action or proceeding shall be binding on Guarantor if sent to Guarantor by
registered or certified mail at its address specified below.


                    25.
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
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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.


	
 

	
 


	
 

	
                    (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 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)
Except as waived by Guarantor in this Guaranty, 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
Walver. 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.





                    26.
FINAL AGREEMENT. BY SIGNING
THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH


	
 

	
 

	
 


	
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RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS
DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE
OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH
COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE
OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS
OF THE PARTIES. 


The parties executed this agreement as of August 19,
2010 intending to create an instrument executed under seal.


	
 

	
 

	
 


	
 

	


	
  (Seal)


	
 

	


	
 


	
 

	
Glade M. Knight








	
 

	
 


	
Address for notices to Bank:


	
Charlotte - Attn: Notice Desk


	
NC1-014-13-04


	
200 South College Street, 13th
Floor


	
Charlotte, NC 25255


	
Facsimile: 

	 
	 	



	 	
 


	
Address for notices to Guarantor:


	
Glade M. Knight


	
814 E Main St.


	
Richmond, VA 23219-3306


	
Facsimile:

	 
	 	






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


These notices
apply only to individual Borrowers or Guarantors and individuals
who are pledging collateral, granting a lien on real property or are otherwise
        obligated to the Bank (Obligors): 


(1) AFFILIATE SHARING NOTICE  


From time
to time the Bank may share information about the Obligor’s experience with
Bank of America Corporation (or any successor company) and its subsidiaries and
affiliated companies (the “Affiliates”), including, but not limited
to, the Bank of America Companies listed in notice #2 below. The Bank may also
share with the Affiliates credit-related information contained in any applications,
from credit reports and information it may obtain about the Obligor from outside
sources.


If the
Obligor is an individual, the Obligor may instruct the Bank not to share this
information with the Affiliates. The Obligor can make this election by (1)
calling the Bank at 1.888.341.5000, (2) visiting the Bank online at www.bankofamerica.com,
selecting “Privacy & Security,” and then selecting “Set Your Privacy Preferences,”
or (3) contacting the Obligor’s client manager or local banking center. To help
the Bank complete the Obligor’s request, the Obligor should include the Obligor’s name, address, phone number,
account number(s) and social security number.


If the Obligor
makes this election, certain products or services may not be made available to
the Obligor. This request will apply to information from applications, consumer
reports and other outside sources only. Through the


	
 

	
 

	
 


	
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normal
course of doing business, including servicing the Obligor’s accounts and better
serving the Obligor’s financial needs, the Bank will continue to share
transaction and account experience information, as well as other general
information among the Affiliates,


 (2) AFFILIATE MARKETING NOTICE – YOUR CHOICE TO LIMIT MARKETING


	
 

	
 


	
•

	
The Bank of America companies
listed below are providing this notice #2.


	
 

	
 


	
•

	
Federal law gives you the right
to limit some but not all marketing from all the Bank of America affiliated
companies. Federal law also requires us to give you this notice to tell you
about your choice to limit marketing from all the Bank of America affiliated
companies.


	
 

	
 


	
•

	
You may limit all the Bank of
America affiliated companies, such as the banking, loan, credit card,
insurance and securities companies, from marketing their products or services
to you based upon your personal information that they receive from other Bank
of America companies. This information includes your income, your account
history, and your credit score.


	
 

	
 


	
•

	
Your choice to limit marketing
offers from all the Bank of America affiliated companies will apply for at
least 5 years from when you tell us your choice. Before your choice to limit
marketing expires, you will receive a renewal notice that will allow you to
continue to limit marketing offers from all the Bank of America affiliated
companies for at least another 5 years.


	
 

	
 


	
•

	
You may tell us your choice to
Iimit marketing offers and you may tell us the choices for other customers
who are joint account holders with you.


	
 

	
 


	
•

	
This limitation will not apply in
certain circumstances, such as when you have an account or service
relationship with the Bank of America company that is marketing to you.


	
 

	
 


	
•

	
For individuals with business
purpose accounts, this limitation will only apply to marketing to individuals
and not marketing to a business.





To limit marketing offers, contact us at 1.800.282.2884

 Bank of America
Companies:


This notice
applies to all Bank of America entities that utilize the names:


Balboa

Banc of America 

Bank of America 

Merrill Lynch

US Trust


These
entities include banks and trust companies; credit card companies; brokerage
and investment companies; insurance and annuities companies; and real estate
companies. In addition, this notice applies to the following Bank of America
companies:


	
 


	
Fleet Credit Card Services, LP


	
BACAP Alternative Advisors, Inc.


	
UST Securities Corp.


	
White Ridge Investment Advisors
LLC


	
Equity Margins Limited


	
FAM Distributors, Inc.


	
ML Private Finance, LLC


	
Financial Data Services Inc.


	
IQ Investment Advisors Family of
Funds








	
 

	
 

	
 


	
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- 9 -

	
 















	
 


	
IQ Investment Advisors LLC


	
Managed Account Advisors LLC


	
The Princeton Retirement Group, Inc.


	
Roszel Advisors, LLC


	
First Franklin Financial Corporation


	
GPC Securities, Inc.


	
BA Insurance Services, Inc.


	
Countrywide Insurance Services, Inc.,


	
dba in New York: CW Insurance Agency


	
Countrywide Insurance Services of Arizona, Inc.


	
Directnet Insurance Agency, Inc.


	
General Fidelity Insurance Company


	
General Fidelity Life Insurance Company


	
Meritplan Insurance Company


	
Newport E & S Insurance Company


	
Newport Insurance Company


	
BAC Home Loans Servicing, LP


	
Countrywide Mortgage Ventures, LLC


	
KB Home Mortgage, LLC


	
NationsCredit Financial Services Corporation


	
Home Loan Services, Inc.


	
Wilshire Credit Corporation


	
BA Merchant Services, LLC


	
BAL Corporate Aviation, LLC


	
BAL Energy Holding, LLC


	
BAL Energy Management, LLC


	
BAL Investment & Advisory, Inc.


	
BAL Solar I, LLC


	
BAL Solar II, LLC


	
BAL Solar III, LLC


	
BAPCC II, LLC


	
Pydna Corp.








	
 

	
 

	
 


	
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- 10 -

	
 















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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Resolutions to Obtain Credit

	
- 1 -

	
 















	
 

	
 

	
 


	
 

	
 

	
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 S. McKenney, 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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