Exhibit 10.3


 


EXECUTION VERSION


 


ENVIRONMENTAL
INDEMNITY AGREEMENT


 


THIS ENVIRONMENTAL
INDEMNITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”)
made as of the 6th day of October, 2015 by Borrowers listed on Schedule II, each having an address at c/o American Realty
Capital, 405 Park Avenue, New York, New York 10022 (together with their successors and permitted assigns, individually or collectively
as the context may require, “Borrower” or “Borrowers”), and AMERICAN REALTY CAPITAL HOSPITALITY
TRUST, INC., a Maryland corporation, having an address at 405 Park Avenue, New York, New York 10022 (together with its successors
and permitted assigns, “Principal”, and together with Borrower and each of their respective successors and permitted
assigns, collectively, “Indemnitor”), in favor of LADDER CAPITAL FINANCE LLC, a Delaware limited liability
company (“Ladder”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, and
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC”; together with Ladder and
each of their successors and assigns, collectively or individually, as the context may require, “Indemnitee”),
and other Indemnified Parties (as defined below).


 


RECITALS:


 


A.           Indemnitee
is prepared to make a loan (the “Loan”) to Borrowers in the principal sum of TWO HUNDRED THIRTY TWO MILLION
AND 00/100 DOLLARS ($232,000,000.00) pursuant to that certain Loan Agreement, dated as of the date hereof, between Borrowers and
Indemnitee (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan
Agreement”), which Loan shall be evidenced by (i) that certain Promissory Note A-1 (“Note A-1”) in
the principal amount of $60,000,000 dated the date hereof made by Borrowers to Ladder, (ii) that certain Promissory Note A-2 (“Note
A-2”) in the principal amount of $39,600,000 dated the date hereof made by Borrowers to Ladder, (iii) that certain Promissory
Note A-3 (“Note A-3”) in the principal amount of $39,600,000 dated the date hereof made by Borrowers to Ladder,
(iv) that certain Promissory Note A-4 (“Note A-4”) in the principal amount of $40,000,000 dated the date hereof
made by Borrowers to GACC, (v) that certain Promissory Note A-5 (“Note A-5”) in the principal amount of $26,400,000
dated the date hereof made by Borrowers to GACC, and (vi) that certain Promissory Note A-6 (“Note A-6”) in the
principal amount of $26,400,000 dated the date hereof made by Borrowers to GACC, (such Note A-6, together with Note A-1, Note A-2,
Note A-3, Note A-4, and Note A-5, as amended, restated, replaced, supplemented or otherwise modified from time to time being hereinafter
referred to collectively as the “Notes” and each, individually, as a “Note”) and secured
by, among other things, certain Security Instruments encumbering the real property more particularly described therein and identified
on Schedule III attached hereto (said real property being referred to as the “Land”; the Land, together
with all structures, buildings and improvements now or hereafter located on the Land, being herein collectively referred to as
the “Properties” and each, individually, being referred to herein as a “Property”).


 


B.           Principal
acknowledges that it has a direct or indirect ownership interest in each Borrower and will receive substantial economic and other
benefits from Indemnitee’s making the Loan to Borrowers.


 




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C.            Indemnitee
is unwilling to make the Loan unless Indemnitor agrees to provide the indemnification, representations, warranties, covenants and
other matters described in this Agreement for the benefit of the Indemnified Parties.


 


D.           Indemnitor
is entering into this Agreement to induce Indemnitee to make the Loan.


 


E.            Capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement.


 


AGREEMENT


 


NOW THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor
hereby represents, warrants, covenants and agrees for the benefit of the Indemnified Parties as follows:


 


1.            Environmental
Representations and Warranties. Except for those matters disclosed in those report(s) listed on Schedule I attached
hereto and made a part hereof in respect of the Properties delivered to Indemnitee (referred to below as the “Environmental
Report(s)”), copies of which have been provided to Indemnitee, and based on Indemnitor’s actual knowledge,


 


(a)          there
are no Hazardous Substances (as defined below) in, at, on, above or under any Property, except those that are (i) in compliance
with all Environmental Law (as defined below) and with permits issued pursuant thereto, (ii) in amounts ordinarily and customarily
used or stored in properties similar to such Property for the purposes of cleaning or other maintenance or operations, and (iii)
fully disclosed to Indemnitee in writing pursuant to the Environmental Report(s);


 


(b)         there are no past, present or threatened Releases (as defined below) of Hazardous Substances in, at, on, above, under or from any
Property which have not been fully remediated in accordance with Environmental Law;


 


(c)         there is no threat of any Release of Hazardous Substances migrating to any Property;


 


(d)         there
are no nor have there been underground storage tanks or landfills in, on or under any Property;


 


(e)          no
Property is now nor has it ever been licensed under Environmental Law as a treatment, storage, disposal or transfer of hazardous
waste facility;


 


(f)          there
is no past nor present non-compliance with Environmental Law, or with permits issued pursuant thereto, in connection with any Property
which has not been fully remediated in accordance with Environmental Law;


 




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(g)         Indemnitor
does not know of, and has not received, any written or oral notice, claim or other communication from any Person (including, but
not limited to, a Governmental Authority) relating to (i) Hazardous Substances or Remediation (as defined below) thereof, (ii)
possible liability of any Person pursuant to any Environmental Law, (iii) environmental conditions or non-compliance with Environmental
Law in connection with any Property, or (iv) any actual or threatened in writing administrative or judicial proceedings in connection
with any of the foregoing;


 


(h)          no
Microbial Matter (as defined below) is present in the indoor air of any Property at concentrations exceeding ambient air levels
and no Property currently displays evidence of the growth of Microbial Matter that is reasonably likely to result in Microbial
Matter at concentrations exceeding ambient air levels, and Indemnitor is not aware of any conditions at any Property that are likely
to result in the presence of Microbial Matter in the indoor air at concentrations that exceed ambient air levels or on building
materials or surfaces for which any Governmental Authority would recommend or require removal thereof by remediation professionals;


 


(i)          there
are no Environmental Liens existing or threatened in writing with respect to any Property;


 


(j)          Indemnitor
has truthfully and fully provided to Indemnitee, in writing, any and all information relating to conditions in, at, on, above,
under or from the Properties that is known to Indemnitor and that is contained in files and records of Indemnitor, including, but
not limited to, any reports relating to Hazardous Substances in, at, on, above, under or from any Property and/or to the environmental
condition of any Property; and


 


(k)          No
Property is an “establishment” (an “Establishment”) as defined in Section 22a-134 of the Connecticut
General Statutes (the “Connecticut Transfer Act”).


 


2.          Environmental
Covenants. Indemnitor covenants and agrees that:


 


(a)         all
uses and operations on or of the Properties, whether by Indemnitor or any other Person, shall be in compliance with all Environmental
Law and permits issued pursuant thereto;


 


(b)         there
shall be no (i) Releases of Hazardous Substances in, at, on, above, under or from any Property in violation of Environmental Law,
(ii) treatment, storage, disposal or transfer of hazardous waste operations at, on or under any Property in violation of Environmental
Law, or (iii) except as disclosed in the Environmental Reports, underground storage tanks at, on or under any Property;


 


(c)         there
shall be no Hazardous Substances in, at, on, above or under any Property, except those that are (i) in compliance with all Environmental
Law and with permits issued pursuant thereto, (ii) in amounts ordinarily and customarily used or stored in properties similar to
such Property for the purposes of cleaning or other maintenance or operations, and (iii) fully disclosed to Indemnitee in writing;


 


(d)         Indemnitor
shall keep the Properties free and clear of all Environmental Liens;


 




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(e)         Indemnitor
shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Paragraph 3 of this
Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews;


 


(f)          if
Indemnitee, in its reasonable judgment, determines that any adverse environmental condition exists at any Property, Indemnitor
shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions
in connection with any Property, by an independent environmental consultant approved by Indemnitee (in its reasonable discretion),
pursuant to any reasonable written request of Indemnitee (including, but not limited to, sampling, testing and analysis of soil,
water, air, building materials, and other materials and substances whether solid, liquid or gas), and share with Indemnitee the
reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and
other results thereof;


 


(g)         Indemnitor
shall, at its sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate Remediation or
obtain a no further action letter for any condition (including, but not limited to, a Release of any Hazardous Substances) in,
at, on, above, under or from any Property in full compliance of Environmental Law or reasonably required by Indemnitee based upon
recommendations and observations of an independent environmental consultant approved by Indemnitee; (ii) comply with any Environmental
Law and with permits issued pursuant thereto; (iii) comply with any directive from any Governmental Authority with respect to Hazardous
Substances and/or Environmental Laws; and (iv) take any other reasonable action necessary or appropriate for protection of human
health or the environment to the extent any risk exists that is not covered under the Environmental Laws, but such risk is caused
by a similar substance that is commonly recognized by industry standards to be a hazard to health and safety;


 


(h)         Indemnitor
shall not do and shall use commercially efforts to not allow any tenant or occupant or other user of any Property to do any act
or omission that causes or materially increases the dangers to human health or the environment;


 


(i)          Indemnitor
shall use commercially reasonable efforts to (i) prevent any tenant or occupant or other user of the Property from doing any act
or omission that is in non-compliance with any Environmental Law and (ii) enforce the applicable provisions of the Leases in order
to prevent tenants or occupants or other users of any Property from taking any action that violates any applicable Environmental
Law, or constitutes a public or private nuisance in violation of Environmental Law;


 


(j)         
Indemnitor shall promptly notify Indemnitee in writing of (i) any presence or Release or threatened Release of Hazardous Substances
in, at, on, above, under, from or migrating towards any Property, which is either (A) in violation of or in excess of a reportable
quantity under any Environmental Law or permit issued pursuant thereto, (B) in amounts that are not ordinarily and customarily
used or stored in properties similar to such Property for the purposes of cleaning or other maintenance or operations or (C) had
not been previously fully disclosed to Indemnitee in writing; (ii) any non-compliance with any Environmental Law related in any
way to any Property, including any operations thereon; (iii) any actual or threatened in writing imposition of an Environmental
Lien; (iv) any required or proposed Remediation of environmental conditions relating to any Property; and/or (v) any written notice,
claim or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, a
Governmental Authority) relating in any way to Hazardous Substances or Remediation thereof, possible liability of any Person pursuant
to any Environmental Law, other environmental conditions in connection with any Property, or any actual or potential administrative
or judicial proceedings in connection with anything referred to in this Agreement;


 




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(k)         Indemnitor shall comply with any and all local, state or federal laws, legislation, regulations, guidelines or statutes in effect
with respect to Microbial Matter; and


 


(l)          Indemnitor
shall not operate, or allow anyone else to operate, an Establishment on any Property.


 


3.           Indemnified
Rights/Cooperation and Access. In the event the Indemnified Parties have a good faith reason to believe that an environmental
hazard or non-compliance with Environmental Law or permit issued pursuant thereto exists in, at, on, above, under or from or to
any Property upon reasonable notice from Indemnitee, Indemnitor shall, at Indemnitor’s sole cost and expense, promptly cause
an independent engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct any environmental assessment
or audit (the scope of which shall be determined in the commercially reasonable discretion of the Indemnified Parties) and take
any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Indemnitee
and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided, however,
if such results are not delivered to Indemnitee within a reasonable period or if the Indemnified Parties have a good faith reason
to believe that any such environmental hazard or non-compliance exists on such Property that, in the sole judgment of the Indemnified
Parties, endangers any tenant or occupant or other user of such Property or their guests or the general public or any other Person
or is likely to materially and adversely affect the value of such Property, upon reasonable notice to Indemnitor, the Indemnified
Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative
of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon such
Property at all reasonable times to assess any and all aspects of the environmental condition of such Property and its use, including,
but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole and absolute
discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air, or building materials, and
reasonably conducting other invasive testing. Indemnitor shall cooperate with and provide the Indemnified Parties and any such
Person designated by the Indemnified Parties with access to the Properties.


 




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4.            Indemnification.
Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties
harmless from and against any and all Losses (as defined below) imposed upon or incurred by or asserted against any Indemnified
Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence
of any Hazardous Substances in, at, on, above, under, from or migrating to any Property; (b) any past, present or threatened Release
of Hazardous Substances in, at, on, above, under, from or migrating to any Property; (c) any activity by Indemnitor, any Person
affiliated with Indemnitor and/or any tenant or occupant or other user of any Property in connection with any actual, proposed
or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing,
processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from such Property of
any Hazardous Substances at any time located in, at, under, on, above, from or migrating to such Property; (d) any activity by
Indemnitor, any Person affiliated with Indemnitor and/or any tenant or occupant or other user of any Property in connection with
any actual or proposed Remediation of any Hazardous Substances at any time located in, at, under, on, above, from or migrating
to such Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including, but not
limited to, any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations of any
Environmental Law (or permits issued pursuant to any Environmental Law) in connection with any Property or operations thereon,
including, but not limited to, any failure by Indemnitor, any Person affiliated with Indemnitor and/or any tenant or occupant or
other user of such Property to comply with any order of any Governmental Authority in connection with any Environmental Law; (f)
the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any
Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed
in this Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected
with any Property, including, but not limited to, costs to investigate and assess such injury, destruction or loss; (i) any acts
of Indemnitor, any Person affiliated with Indemnitor and/or any tenant or occupant or other user of any Property in arranging for
disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances at any
facility or incineration vessel containing such or similar Hazardous Substances; (j) any acts of Indemnitor, any Person affiliated
with any Indemnitor and/or any tenant or occupant or other user of any Property in accepting any Hazardous Substances for transport
to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any
Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property
or other damage arising under any statutory or common law or tort law theory, including, but not limited to, damages assessed for
public or private nuisance, but only to the extent that any such claim arises out of or relates to the Release of any Hazardous
Substance or violation of any Environmental Law in connection with any Property; (l) any misrepresentation or inaccuracy in any
representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Agreement,
the Loan Agreement or the other Loan Documents as such matter pertains to Environmental Law and/or Hazardous Substances; and (m)
any obligations that arise by virtue of the operation of an Establishment at any Property, and the failure of Indemnitors to comply
with its obligations under the Connecticut Transfer Act, including, without limitation, being the “certifying party”
in the event of a transfer of such Establishment. Notwithstanding the foregoing, Indemnitors shall not have any obligation to the
Indemnified Parties hereunder to the extent that any Losses caused by the gross negligence, illegal acts, fraud or willful misconduct
of any of the Indemnified Parties.


 




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5.           Duty
to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitor shall defend
such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals
approved by the Indemnified Parties against any action, inquiry or other matter for which such Indemnified Party is indemnified
pursuant to this Agreement. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion,
engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys
shall control the resolution of any claim or proceeding, providing that no compromise or settlement shall be entered without Indemnitor’s
consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitor shall pay or, in the sole and absolute discretion
of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys,
engineers, environmental consultants, laboratories and other professionals in connection therewith.


 


6.            Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


The term “Environmental
Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like,
as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances and/or relating
to liability for or costs of other actual or threatened danger to human health or the environment. The term “Environmental
Law” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations
promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues:
the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act;
the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including, but not limited to, Subtitle
I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances
Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the
Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; the Oil
Pollution Act of 1990; the River and Harbors Appropriation Act; the California Environmental Quality Act; the applicable provisions
of the California Health and Safety Code; California Labor Code; the California Water Code; the Texas Water Code §26.001 et
seq.; the Texas Health & Safety Code §361.001 et seq.; and the Texas Solid Waste Disposal Act, Tex. Civ. Stat. Ann. art.
4477-7. The term “Environmental Law” also includes, but is not limited to, any present and future federal, state
and local laws, statutes, ordinances, rules, regulations, permits or authorizations and the like, as well as common law: (a) conditioning
transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of
any Property; (b) requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition of
any Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest
in property; (c) imposing conditions or requirements in connection with permits or other authorization for lawful activity; (d)
relating to nuisance, trespass or other causes of action related to any Property in connection with any physical condition or use
of any of the Properties by reason of the presence of Hazardous Substances in, on, under or above, or Released from, such Property;
or (e) relating to wrongful death, personal injury, or property or other damage in connection with any physical condition or use
of any of the Properties by reason of the presence of Hazardous Substances in, on, under or above or released from such Property.


 




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The term “Environmental
Lien” means any lien, restriction or other encumbrance imposed pursuant to any Environmental Law, regardless of whether
due to any act or omission of Indemnitor or any other Person.


 


The term “Hazardous
Substances” includes but is not limited to any and all substances (whether solid, liquid or gas) defined, listed, or
otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or
words of similar meaning or regulatory effect under any present or future Environmental Law or that may have a negative impact
on human health or the environment, including, but not limited to, Microbial Matter, petroleum and petroleum products, asbestos
and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives, but
excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Properties
for the purposes of cleaning or other maintenance or operations and otherwise in compliance with all Environmental Law.


 


The term “Indemnified
Parties” includes Indemnitee, any Person who is or will have been involved in the origination of the Loan, any Person
who is or will have been involved with the servicing of the Loan, any Person in whose name the encumbrance created by any Security
Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan
(including, but not limited to, Investors (as defined below) or prospective Investors in the Securities (as defined below), as
well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit
of third parties) as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants,
representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of
the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other
full or partial interest in the Loan or any Property, whether during the term of the Loan or as a part of, or following a foreclosure
of, the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial
portion of Indemnitee’s assets and business).


 


The term “Legal
Action” means any claim, suit or proceeding, whether administrative or judicial in nature.


 


The term “Losses”
includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited,
to strict liabilities), obligations, debts, diminutions in value (provided, however, that any diminution in the value of any of
the Properties arising from or in connection with the presence of Hazardous Substances in, on, under or at any of the Properties,
shall constitute a Loss only if, when and to the extent that the same renders the Indemnified Parties unable to collect full repayment
of the Obligations or full satisfaction thereof through a realization of all of its collateral security for the Obligations after
giving due credit for the value of any collateral security which the Indemnified Parties elect not to realize upon unless such
collateral security is either unavailable or is the subject of a material Release or other material environmental contamination),
fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, foreseeable
and unforeseeable consequential damages, litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’
fees, and investigation costs (including, but not limited to, costs for sampling, testing and analysis of soil, water, air, building
materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred
in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards.


 




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The term “Microbial
Matter” means fungi or bacterial matter which reproduces through the release of spores or splitting of cells or other
means, including, but not limited to, mold, mildew, fungi, fungal spores, fragments and metabolites, such as mycotoxins and microbial
organic compounds, and viruses, whether or not any of the same are living.


 


The term “Release”
with respect to any Hazardous Substance includes, but is not limited to, any release, deposit, discharge, emission, leaking, leaching,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing (including the abandonment or
discarding of barrels, containers or other open or closed receptacles containing Hazardous Materials) into the environment or other
movement of Hazardous Substances.


 


The term “Remediation”
includes, but is not limited to, any response, remedial, removal, or corrective action; any activity to clean up, detoxify, decontaminate,
contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance;
any action to comply with any Environmental Law or with any permits issued pursuant thereto; any inspection, investigation, study,
monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances
or to anything referred to herein.


 


7.            Unimpaired
Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby
consents to and agrees to be bound by, any amendment or modification of the provisions of any Note, the Loan Agreement, any Security
Instrument or any other Loan Document to or with Indemnitee by any Borrower, Principal or any Person who succeeds any Borrower,
Principal or any Person as owner of any Property. In addition, the liability of Indemnitor under this Agreement shall in no way
be limited or impaired by (i) any extensions of time for performance required by any Note, the Loan Agreement, any Security Instrument
or any of the other Loan Documents, (ii) any sale or transfer of all or part of any Property, (iii) except as provided herein,
any exculpatory provision in any Note, the Loan Agreement, any Security Instrument, or any of the other Loan Documents limiting
Indemnitee’s recourse to any Property or to any other security for the Notes, or limiting Indemnitee’s rights to a
deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor
herein and by any Borrower and/or Principal under any Note, the Loan Agreement, any Security Instrument or any of the other Loan
Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements,
covenants, terms or condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act,
or otherwise, (vi) the release or substitution in whole or in part of any security for the Notes, or (vii) Indemnitee’s failure
to record any Security Instrument or file any UCC financing statements (or Indemnitee’s improper recording or filing of any
thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Notes; and,
in any such case, whether with or without notice to Indemnitor and with or without consideration.


 




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8.            Enforcement.
Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting any security or collateral
or without first having recourse pursuant to any Note, the Loan Agreement, any Security Instrument, or any other Loan Documents
or all or any part of any Property, through foreclosure proceedings or otherwise, provided, however, that nothing
herein shall inhibit or prevent Indemnitee from suing on any Note, foreclosing, or exercising any power of sale under, any Security
Instrument, or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the Obligations
of Borrowers pursuant to the Loan, unless Indemnitee expressly elects in writing to make this Agreement additional collateral
or security for the Obligations of Borrowers pursuant to the Loan, which Indemnitee is entitled to do in its sole and absolute
discretion. It is not necessary for an Event of Default to have occurred pursuant to and as defined in the Security Instruments
or the Loan Agreement for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision
of the Loan Agreement (including, without limitation, Section 11.22 thereof), the obligations pursuant to this Agreement are exceptions
to any non-recourse or exculpation provision of the Loan Agreement; Indemnitor expressly acknowledges and agrees that it is fully
and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of
the Loan or the value of the Properties.


 


9.            Survival.
The obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination,
satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure
of any Security Instrument. Notwithstanding the foregoing, provided that (a) the Obligations have been paid and performed in full
in normal course in accordance with the terms and provisions of the Loan Agreement, the Note and the other Loan Documents (and
not following an Event of Default and the exercise of remedies by Indemnitee), (b) at any time on or after the date that the Obligations
have been paid and performed in full, Indemnitor delivers to Indemnitee, at Indemnitor’s sole cost and expense, a Clean Phase
I (as defined below), (c) there has been no change in any Environmental Law or other applicable law prior to the Termination Date
(as defined below) which would have the effect of imposing any liability upon a lender/mortgagee for any matter, condition or circumstance
for which Indemnitee is entitled to be indemnified under this Agreement notwithstanding the fact that the Obligations have been
paid and performed in full, and (d) as of the Termination Date, there is no outstanding complaint, summons, citation, notice, directive,
order, claim, litigation, investigation, notice of violation, judicial or administrative proceeding, judgment, letter or other
communication from any Governmental Authority, or any third party, involving violations of Environmental Law, Releases of Hazardous
Substances or any other environmental condition, the indemnification obligations and liabilities of Indemnitor under this Agreement
shall terminate on, and be of no further force or effect from and after, the date (the “Termination Date”) that
is three (3) years following delivery of the Clean Phase I in accordance with the terms and conditions set forth above. For purposes
of this Paragraph 9, a “Clean Phase I” shall mean a Phase I environmental site assessment either addressed to
Indemnitee or together with a letter from such consultant stating that Indemnitee may rely on such assessment, which such assessment
(and, if applicable, reliance letter) shall be in form, substance and scope, and from an independent environmental consultant,
acceptable in each case to Indemnitee, and shall not identify any actual or potential Recognized Environmental Conditions or Controlled
Recognized Environmental Conditions (as those terms are defined in ASTM E1527-13) or any other conditions that could result in
liability under or otherwise violate any Environmental Law or environmental permit issued pursuant thereto or require any Remediation
or other action requested by any Governmental Authority. Notwithstanding the provisions of this Agreement to the contrary, the
indemnification obligations and liabilities of Indemnitor hereunder shall not apply to the extent that Indemnitor can prove that
such liabilities and obligations arose solely from Hazardous Substances that: (x) were not present on or a threat to the applicable
Property prior to the date that Indemnitee or its nominee acquired title to the applicable Property, whether by foreclosure, exercise
of power of sale, acceptance of a deed-in-lieu of foreclosure or otherwise and (y) were not the result of any act or omission by
Indemnitor or any of Indemnitor’s affiliates, officers, directors, employees, agents, contractors or representatives.


 




    	 	10	 



    


    

 


10.          Interest.
Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if
not paid within five (5) days of such demand therefor, shall bear interest at the Default Rate.


 


11.          Waivers.
Indemnitor hereby waives and relinquishes (i) any right or claim of right to cause a marshaling of Indemnitor’s assets or
to cause Indemnitee or other Indemnified Parties to proceed against any of the security for the Loan before proceeding under this
Agreement against Indemnitor; (ii) all rights and remedies accorded by applicable law to indemnitors or guarantors, except any
rights of subrogation which Indemnitor may have, provided that the indemnity provided for hereunder shall neither be contingent
upon the existence of any such rights of subrogation nor subject to any claims or defenses whatsoever which may be asserted in
connection with the enforcement or attempted enforcement of such subrogation rights, including, without limitation, any claim that
such subrogation rights were abrogated by any acts of Indemnitee or other Indemnified Parties; (iii) the right to assert a counterclaim,
other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Indemnitee or other Indemnified
Parties; (iv) notice of acceptance hereof and of any action taken or omitted in reliance hereon; (v) presentment for payment, demand
of payment, protest or notice of nonpayment or failure to perform or observe, or other proof, or notice or demand; and (vi) all
homestead exemption rights against the obligations hereunder and the benefits of any statutes of limitations or repose. Notwithstanding
anything to the contrary contained herein, Indemnitor hereby agrees to postpone the exercise of any rights of subrogation with
respect to any collateral securing the Loan until the Loan shall have been paid in full.


 


12.         Subrogation.
Indemnitor hereby agrees to take any and all reasonable actions, including institution of legal action against third parties, necessary
or appropriate to obtain reimbursement, payment or compensation from such Persons responsible for the presence of any Hazardous
Substances in, at, under, on, above, from or migrating to any Property or otherwise obligated by law to bear the cost. The Indemnified
Parties shall be and hereby are subrogated to all of Indemnitor’s rights now or hereafter in such claims.


 


13.         Indemnitor’s
Representations and Warranties. Each Indemnitor represents and warrants that:


 


(a)          it
has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution,
delivery and performance of this Agreement by Indemnitor has been duly and validly authorized; and all requisite action has been
taken by Indemnitor to make this Agreement valid and binding upon Indemnitor, enforceable in accordance with its terms;


 




    	 	11	 



    


    

 


(b)          its
execution of, and compliance with, this Agreement is in the ordinary course of business of Indemnitor and will not result in the
breach of any term or provision of the charter, by-laws, partnership, operating or trust agreement, or other governing instrument
of Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in
the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor
or any Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Indemnitor
or any Property is subject;


 


(c)          to
the best of Indemnitor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it
which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial
condition, properties or assets of Indemnitor, or in any material impairment of the right or ability of Indemnitor to carry on
its business substantially as now conducted, or in any material liability on the part of Indemnitor, or which would draw into question
the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor contemplated
herein, or which would be likely to impair materially the ability of Indemnitor to perform under the terms of this Agreement;


 


(d)         it
does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in
this Agreement;


 


(e)         to
the best of Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with,
any Governmental Authority or other Person, and no approval, authorization or consent of any other Person is required in connection
with this Agreement; and


 


(f)          this
Agreement constitutes a valid, legal and binding obligation of Indemnitor, enforceable against it in accordance with the terms
hereof.


 


14.          No
Waiver. No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate as
a waiver of any such privilege, power or right.


 


15.         Notice
of Legal Actions. Each party hereto shall, within five (5) Business Days of receipt thereof, give written notice to the other
party hereto of (i) any notice, advice or other communication from any Governmental Authority or any source whatsoever with respect
to Hazardous Substances on, from or affecting any Property, and (ii) any legal action brought against such party or related to
any Property, with respect to which Indemnitor may have liability under this Agreement. Such notice shall comply with the provisions
of Section 19 hereof.


 


16.         Examination
of Books and Records. Indemnified Parties and their accountants and other representatives shall have the right to examine the
records, books, management and other papers of Indemnitor which reflect upon its financial condition, at any Property or at the
office regularly maintained by Indemnitor where the books and records are located. Indemnified Parties and their accountants and
other representatives shall have the right to make copies and extracts from the foregoing records and other papers. In addition,
at reasonable times and upon reasonable notice, Indemnified Parties and their accountants and other representatives shall have
the right to examine and audit the books and records of Indemnitor pertaining to the income, expenses and operation of any Property
during reasonable business hours at the office of Indemnitor where the books and records are located.


 




    	 	12	 



    


    

 


17.         Transfer
of Loan. (a) Indemnitee may, at any time, sell, transfer, pledge or assign its rights and obligations under the Notes, the
Loan Agreement, the Security Instruments, this Agreement and the other Loan Documents to any Person, and any or all servicing rights
with respect thereto, or grant participations therein to any Person or issue mortgage pass-through certificates or other securities
evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”)
to any Person. Indemnitee may forward to each purchaser, transferee, assignee, pledgee, servicer, participant or investor in such
Securities or any credit rating agency rating such Securities (the foregoing entities hereinafter collectively referred to as the
“Investor”) and each prospective Investor, all documents and information which Indemnitee now has or may hereafter
acquire relating to Indemnitor and the Properties, whether furnished by Indemnitor, any guarantor or otherwise, as Indemnitee determines
necessary or desirable. Indemnitor and any guarantor agree to cooperate with Indemnitee in connection with any transfer made or
any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required
in accordance with the Loan Agreement and such other documents as may be reasonably requested by Indemnitee. Indemnitor shall also
furnish, and Indemnitor and any guarantor hereby consent to Indemnitee furnishing to such Investors or such prospective Investors,
any and all information concerning the financial condition of Indemnitor and any guarantor and any and all information concerning
the Properties and the Leases as may be requested by Indemnitee, any Investor or any prospective Investor in connection with any
sale, transfer or participation interest.


 


(b)         Upon
any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee’s request, Indemnitor
shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Indemnitee,
such Investor or prospective Investor may require.


 


18.          Taxes.
Indemnitor has filed and shall, throughout the Term, file all federal, state, county, municipal, and city income and other tax
returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such
returns or pursuant to any assessments received by it. Indemnitor has no knowledge of any basis for any additional assessment in
respect of any such taxes and related liabilities for prior years.


 


19.          Notices.
All notices or other written communications hereunder shall be made in accordance with Section 11.6 of the Loan Agreement.
Notices to Prinicipal shall be addressed as follows:


 


	If to Principal:	American Realty Capital Hospitality Trust, Inc.
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention: Chief Executive Officer


 




    	 	13	 



    


    

 


	With a copy to:	American Realty Capital Hospitality Trust, Inc.
	 	405 Park Avenue
	 	New York, New York 10022
	 	Attention: Chief Executive Officer


 


20.          Duplicate
Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall
be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed
an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute
this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.


 


21.          No
Oral Change. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged
or terminated orally or by any act or failure to act on the part of Indemnitor or any Indemnified Party, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or
termination is sought.


 


22.          Headings,
Etc. The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to
be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.


 


23.          Number
and Gender/Successors and Assigns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the Person or Persons referred to may require. Without limiting the effect of specific
references in any provision of this Agreement, the term “Indemnitor” shall be deemed to refer to each and every
Person comprising an Indemnitor from time to time, as the sense of a particular provision may require, and to include the heirs,
executors, administrators, legal representatives, successors and permitted assigns of Indemnitor, all of whom shall be bound by
the provisions of this Agreement, provided that no obligation of Indemnitor may be assigned except with the written consent
of Indemnitee. Each reference herein to Indemnitee shall be deemed to include its successors and assigns. This Agreement shall
inure to the benefit of Indemnified Parties and their respective successors, permitted assigns, heirs and legal representatives
forever. The Indemnified Parties shall have the right to sell, assign, pledge, participate, transfer or delegate, as applicable,
to one or more Persons, all or a portion of its rights and obligations under this Agreement in connection with any assignment of
the Loan and the Loan Documents. Any assignee or transferee of Indemnitee (and the other Indemnified Parties) shall be entitled
to all the benefits afforded to Indemnitee (and the other Indemnified Parties) under this Agreement. Indemnitor shall not have
the right to assign, delegate or transfer its rights or obligations under this Agreement without the prior written consent of Indemnitee
and any attempted assignment, delegation or transfer without such consent shall be null and void.


 


24.          Successors
and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, Indemnitor and Indemnitee and their respective
successors and permitted assigns. Indemnitee may sell, assign, pledge, participate, transfer or delegate, as applicable, to one
or more Persons, all or a portion of its rights and obligations under this Agreement and the other Loan Documents. Any assignee
or transferee of Indemnitee shall be entitled to all the benefits afforded to Indemnitee under this Agreement. Indemnitor shall
not have the right to assign, delegate or transfer its rights or obligations under this Agreement without the prior written consent
of Indemnitee, and any attempted assignment, delegation or transfer without such consent shall be null and void.


 




    	 	14	 



    


    

 


25.         Release
of Liability. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability
of any party not so released.


 


26.         Rights
Cumulative. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Indemnitee
has under the Notes, the Security Instruments, the Loan Agreement or the other Loan Documents or would otherwise have at law or
in equity.


 


27.         Inapplicable
Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws
effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining
provision of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be
contrary to the basic understandings and intentions of the parties as expressed herein


 


28.         Governing
Law. (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY INDEMNITOR AND ACCEPTED BY INDEMNITEE IN THE STATE
OF NEW YORK, AND THE PROCEEDS OF THE NOTES SECURED HEREBY WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE
HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES
OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT AND/OR THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 




    	 	15	 



    


    

 


(b)         ANY
LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR INDEMNITOR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS MAY AT INDEMNITEE’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK,
PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND INDEMNITOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER
HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND INDEMNITOR HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. INDEMNITOR DOES HEREBY DESIGNATE AND APPOINT:


 


AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.


405 PARK AVENUE


NEW YORK, NEW YORK 10022


ATTENTION: CHIEF EXECUTIVE OFFICER


 


AS ITS AUTHORIZED AGENT TO ACCEPT AND
ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL
OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF
SAID SERVICE MAILED OR DELIVERED TO INDEMNITOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON INDEMNITOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. INDEMNITOR (I) SHALL GIVE PROMPT NOTICE
TO INDEMNITEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A
SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE
PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES
TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. NOTHING CONTAINED HEREIN SHALL AFFECT THE
RIGHT OF INDEMNITEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST INDEMNITOR IN ANY OTHER JURISDICTIONS.


 


29.          Waiver
of Trial by Jury. 


 


(a)          INDEMNITOR
HEREBY, AND INDEMNITEE BY ACCEPTANCE HEREOF, EACH AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE, TRIABLE OF RIGHT BY JURY, AND
FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
AGREEMENT, THE NOTES, THE SECURITY INSTRUMENTS OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY INDEMNITOR AND INDEMNITEE
AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. INDEMNITOR AND INDEMNITEE EACH IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE
OF THIS WAIVER BY THE OTHER PARTY.


 




    	 	16	 



    


    

 


 


(b)          EACH
INDEMNITOR AND INDEMNITEE (BY ITS ACCEPTANCE HEREOF) EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THE LOAN OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE
LOAN, THIS AGREEMENT, ANY NOTE, ANY SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY INDEMNITOR OR INDEMNITEE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR INDEMNITEE’S
MAKING OF THE LOAN. NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED HEREIN SHALL
BE HELD OR DEEMED TO BE UNENFORCEABLE BY A COURT APPLYING THE LAWS OF THE STATE OF CALIFORNIA, EACH INDEMNITOR HEREBY EXPRESSLY
AGREES TO SUBMIT TO JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1 ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING HEREUNDER FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE (PROVIDED, HOWEVER,
THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO JUDICIAL REFERENCE SHALL BE APPLICABLE WITH RESPECT TO ANY ACTION
IN RESPECT OF THE FORECLOSURE OF ANY SECURITY INSTRUMENT). PURSUANT TO SUCH JUDICIAL REFERENCE, THE PARTIES AGREE TO THE APPOINTMENT
OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE
ON A SINGLE REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640 TO
HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. EACH INDEMNITOR ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE
SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT
OF DECISION THEREON; PROVIDED, HOWEVER, THAT ANY MATTERS WHICH WOULD NOT OTHERWISE BE THE SUBJECT OF A JURY TRIAL WILL BE UNAFFECTED
BY THIS WAIVER. EACH INDEMNITOR HEREBY AGREES THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARMS-LENGTH
BASIS, WITH EACH INDEMNITOR AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE ITS LEGAL COUNSEL CONSENT
TO THE MATTERS CONTAINED HEREIN.


 


On behalf of all
Indemnitors:


 


	 	 	 	 	 	 
	 	Indemnitor’s Initials	 	Indemnitor’s Initials	 	Indemnitor’s Initials
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Indemnitor’s Initials	 	Indemnitor’s Initials	 	Indemnitor’s Initials
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Indemnitor’s Initials	 	Indemnitor’s Initials	 	Indemnitor’s Initials
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Indemnitor’s Initials	 	 	 	 


 


[NO FURTHER
TEXT ON THIS PAGE; agreement continues on next page]


 




    	 	17	 



    


    

 


30.          Miscellaneous.
(a) Wherever pursuant to this Agreement (i) Indemnitee (or any other Indemnified Party) exercises any right given to it to approve
or disapprove any matter, (ii) any arrangement or term is to be satisfactory to Indemnitee (or any other Indemnified Party), or
(iii) any other decision or determination is to be made by Indemnitee (or any other Indemnified Party), the decision of Indemnitee
(or such other Indemnified Party) to approve or disapprove such matter, all decisions that arrangements or terms are satisfactory
to Indemnitee (or such other Indemnified Party) or not satisfactory and all other decisions and determinations made by Indemnitee
(or such other Indemnified Party), shall be in the sole and absolute discretion of Indemnitee (or such other Indemnified Party)
and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.


 


(b)           Wherever
pursuant to this Agreement it is provided that Indemnitor pay any costs and expenses, such costs and expenses shall include, but
not be limited to, legal fees and disbursements of Indemnitee and the other Indemnified Parties, whether retained outside law firms,
or as reimbursements for the expenses of in-house legal staff or otherwise.


 


(c)           If
Indemnitor consists of more than one Person or party, the obligations and liabilities of each such Person or party hereunder shall
be joint and several.


 


(d)           This
Agreement is made under Seal.


 


31.         State-Specific
Provisions. (a) Conflicts. To the extent any of the provisions of this Section 31 conflict with any of the other
provisions of this Agreement, the terms and provisions of this Section 31 shall control. Notwithstanding the foregoing,
nothing in this Section 31 shall be deemed to contradict or supersede the terms and provisions of Section 28 hereof
with respect to the governing law applicable to this Agreement.


 


(b)           Additional
Waivers.


 


(i)          Each
Indemnitor waives, and agrees that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit
or advantage of, any and all appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or right of homestead
or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such
Indemnitor of its/his/her obligations under, or the enforcement by Indemnitee of, this Agreement. Each Indemnitor hereby waives
diligence, presentment and demand, notice of any other fact which might increase such Indemnitor’s risk hereunder, notice
of presentment for payment, demand, protest and notice thereof as to any instrument, and notice of default, with respect to any
of the Loan, and all other demands whatsoever and waives the benefit of all provisions of law which are or might be in conflict
with the terms of this Agreement. Each Indemnitor represents, warrants and agrees that, as of the date of this Agreement, its obligations
under this Agreement are not subject to any counterclaims, offsets or defenses against Indemnitee of any kind.


 




    	 	18	 



    


    

 


 


(ii)         Each
Indemnitor agrees that nothing contained herein shall prevent Indemnitee from foreclosing on the lien of any Security Instrument,
or from exercising any rights available to it thereunder, including, but not limited to, any waiver of the security for the Loan
described in the Security Instruments, and that the exercise of any of the aforesaid rights shall not constitute a legal or equitable
discharge of such Indemnitor. Each Indemnitor expressly waives any and all suretyship defenses that may be available to such Indemnitor,
such as defenses in its favor based upon an election of remedies by Indemnitee that destroys, diminishes, or affects such Indemnitor’s
right to proceed against any other party for reimbursement, contribution, indemnity or otherwise, including, without limitation,
any election by Indemnitee to conduct a nonjudicial foreclosure sale under any Security Instrument, and further including, without
limitation, any and all defenses, rights, or estoppels that might otherwise arise under or in connection with California Code of
Civil Procedure Sections 580b, 580d, 580a, 726.5 or 726 as a result of any such election, or otherwise, including, without limitation,
any right to cause a fair value hearing to be held. Each Indemnitor understands and agrees that the preceding sentence is a knowing
waiver of any defense that may arise in the future to enforcement of this indemnity under California Code of Civil Procedure Sections
580b, 580d, 580a or 726 (or any other statute limiting a lender’s right to a deficiency or the amount of a deficiency following
a non-judicial or judicial sale) based on Indemnitee’s election to conduct a private, nonjudicial foreclosure sale following
a default by any Borrower even though such an election destroyed, diminished or otherwise affected such Indemnitor’s rights
of subrogation or the right of contribution, reimbursement or indemnity from any part, with the result that such Indemnitor’s
liability under this Agreement became nonreimbursable in whole or in part. Nevertheless, each Indemnitor hereby authorizes and
empowers Indemnitee to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be
available, since it is the intent and purpose of such Indemnitor that the obligations hereunder shall be absolute, independent
and unconditional under any and all circumstances. Without limiting the generality of the foregoing, each Indemnitor hereby expressly
waives any and all benefits under California Civil Code Section 2809, 2810, 2815, 2819, 2822, 2839, 2845, 2846, 2847, 2848, 2849,
2850, 2899, 3433 and California Code of Civil Procedure Sections 580b, 580a, 580d and 726. Notwithstanding any foreclosure of the
lien of any Security Instrument or security agreement with respect to any or all of any real or personal property secured thereby,
whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a
deed in lieu of foreclosure, each Indemnitor shall remain bound under this Agreement. Nothing shall discharge or satisfy the liability
of any Indemnitor hereunder except the full performance hereof by such Indemnitor. Further, each Indemnitor consents and agrees
that Indemnitee shall be under no obligation to marshal any assets in favor of such Indemnitor.


 


(iii)        WITHOUT
LIMITING THE FOREGOING, EACH INDEMNITOR WAIVES ALL RIGHTS AND DEFENSES THAT SUCH INDEMNITOR MAY HAVE IF THIS AGREEMENT IS DEEMED
OR BECOMES SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS:


 


(A)         THE
INDEMNITEE MAY COLLECT FROM SUCH INDEMNITOR WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY THE
BORROWER OR ANY OTHER INDEMNITOR; AND


 




    	 	19	 



    


    

 


 


(B)         IF
THE INDEMNITEE FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE BORROWER OR ANY OTHER INDEMNITOR:


 


(1)         THE
AMOUNT OF INDEMNITEE’S CLAIM HEREUNDER MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE
SALE, EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; AND


 


(2)         THE
INDEMNITEE MAY COLLECT FROM SUCH INDEMNITOR EVEN IF THE INDEMNITEE, BY FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAS DESTROYED
ANY RIGHT SUCH INDEMNITOR MAY HAVE TO COLLECT FROM THE BORROWER.


 


THIS IS AN UNCONDITIONAL
AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES THAT EACH INDEMNITOR MAY HAVE IF THIS AGREEMENT IS DEEMED OR BECOMES SECURED
BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON CALIFORNIA CODE
OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d, OR 726.


 


(c)          Representations
and Warranties. Except as previously disclosed to Indemnitee in writing, no Property has been and is now being used in violation
of any applicable Environmental Law and no Property has been designated as “hazardous waste property” or “border
zone property” pursuant to Section 25220, et seq., of the California Health and Safety Code.”


 


(d)          Environmental
Compliance.


 


(i)          With
or without notice, and without releasing any Indemnitor from any obligation hereunder, Indemnitee shall have the right, but shall
not be obligated, to cure any default of any Indemnitor hereunder and, in connection therewith, Indemnitee or its agents, acting
by themselves or through a court-appointed receiver, may enter upon any Property or any part thereof and perform such acts and
things as Indemnitee deems necessary or desirable to inspect and investigate, including, without limitation, the right to: (i)
obtain a court order to enforce Indemnitee’s rights to enter and inspect such Property under California Civil Code Section
2929.5, to which the decision of Indemnitee as to whether there exists a release or threatened release of Hazardous Substances
in or onto such Property shall be deemed reasonable and conclusive as between the parties hereto; and (ii) have a receiver appointed
under California Code of Civil Procedure Section 564 to enforce Indemnitee’s right to enter and inspect such Property for
Hazardous Substances. All fees, costs and expenses reasonably incurred by Indemnitee with respect to the audits, tests, inspections,
and examinations which Indemnitee or its agents or employees may conduct, including the fees, costs and expenses of the engineers,
laboratories, contractor, consultants, and attorneys, pursuant to California Civil Code Section 2929.5 or otherwise to enforce
this Agreement shall be paid by Indemnitors. All such fees, costs and expenses incurred by Indemnitee pursuant to this subparagraph
(including, without limitation, court costs, consultant fees and attorney fees, whether incurred in litigation or otherwise and
whether before or after judgment) shall bear interest at the Default Rate from the date such costs and expenses are incurred until
said sums have been fully paid. This provision is separate and several, and shall survive the merger of these provisions into any
judgment.


 




    	 	20	 



    


    

 


 


(ii)         Indemnitee’s
option, Indemnitee shall be entitled to seek a judgment that any Indemnitor has breached its covenants, representations and/or
warranties with respect to the environmental matters set forth in this Agreement by commencing and maintaining an action or actions
in any court of competent jurisdiction for breach of contract pursuant to California Code of Civil Procedure Section 736, whether
commenced prior to foreclosure of any Property or otherwise, and to seek the recovery of any and all costs, damages, expenses,
fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually
incurred or advanced by Indemnitee relating to the cleanup, remediation or other response action, required by applicable law or
to which Indemnitee believes necessary to protect such Property (collectively, the “Environmental Costs”) (excluding,
however, any Environmental Costs not permitted to be recovered pursuant to Section 736 of the California Code of Civil Procedure),
it being conclusively presumed between Indemnitee and Indemnitors that all such Environmental Costs incurred or advanced by Indemnitee
relating to the cleanup, remediation, or other response action of or to such Property were made by Indemnitee in good faith. All
Environmental Costs under this subparagraph (including, without limitation, court costs, consultant fees and attorneys’ fees,
whether incurred in litigation or otherwise and whether before or after judgment) shall bear interest at the Default Rate from
the date of such costs and expenses have been incurred until said sums have been fully paid.


 


(iii)        At
Indemnitee’s option, Indemnitee shall be entitled to waive its lien against any Property or any portion thereof, whether
fixtures or personal property, to the extent such property is found to be environmentally impaired in accordance with California
Code of Civil Procedure Section 726.5 and to exercise any and all rights and remedies of an unsecured creditor against Indemnitors
and all of Indemnitors’ respective assets and property for the recovery of any deficiency and Environmental Costs, including,
but not limited to, seeking an attachment order under California Code of Civil Procedure Section 483.010. As between Indemnitee
and each Indemnitor, for purposes of California Code of Civil Procedure Section 726.5, each Indemnitor shall have the burden of
proving that such Indemnitor or any related party (or any affiliate or agent of such Indemnitor or any related party) was not in
any way negligent in permitting the release or threatened release of Hazardous Substances.


 


(iv)        Each
Indemnitor acknowledges and agrees that, notwithstanding any term or provision contained herein or in any of the Loan Documents,
Environmental Costs shall be exceptions to any nonrecourse or exculpatory provisions of the Loan Documents. Each Indemnitor shall
be fully and personally liable for the Environmental Costs hereunder, and such liability shall not be limited to the original principal
amount of the obligation secured by the Security Instruments. Each Indemnitor’s obligations for Environmental Costs shall
survive a foreclosure, deed in lieu of foreclosure, release, reconveyance, or any other transfer of any Property or any Security
Instrument. For the purposes of any action brought under subparagraphs (ii) and (iii) of this Section 31(d),
each Indemnitor hereby waives the defense of laches and any applicable statute of limitations.


 




    	 	21	 



    


    

 


 


(e)          Indemnitors’
Obligations. Indemnitee and each Indemnitor hereby acknowledge and agree that only Borrower’s obligations hereunder are
secured by the Security Instruments. Without limiting the foregoing, Principal’s obligations hereunder shall not be secured
nor deemed secured by the Security Instruments.


 


(f)          Commercial
Transaction. EACH INDEMNITOR ACKNOWLEDGES THAT THE TRANSACTION CONTEMPLATED HEREIN IS A COMMERCIAL TRANSACTION WITHIN THE MEANING
OF SECTION 52-278a OF THE CONNECTICUT GENERAL STATUTES, AND THAT IN ANY ACTION UPON THIS TRANSACTION, ANY INDEMNITEE MAY AVAIL
ITSELF OF AND PURSUE ITS RIGHTS TO OBTAIN A PREJUDGMENT REMEDY IN ACCORDANCE WITH SECTION 52-278f OF THE CONNECTICUT GENERAL STATUTES.
EACH INDEMNITOR HAS BEEN ADVISED BY COUNSEL OF ITS RIGHTS WITH RESPECT TO PREJUDGMENT REMEDIES UNDER CHAPTER 903a OF THE CONNECTICUT
GENERAL STATUTES, AS AMENDED, INCLUDING SECTIONS 52-278a ET SEQ. EACH INDEMNITOR HEREBY KNOWINGLY AND WILLINGLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY LAW ALL RIGHTS OF NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER IN CONNECTION WITH THE OBTAINING BY LENDER
OF ANY PREJUDGMENT REMEDY WITH RESPECT TO THIS AGREEMENT, OR PURSUANT TO ANY OTHER DOCUMENT EXECUTED BY ANY INDEMNITOR IN CONNECTION
WITH THIS TRANSACTION, INCLUDING ANY AMENDMENTS OR EXTENSIONS HEREOF OR THEREOF. FURTHER, EACH INDEMNITOR WAIVES ANY REQUIREMENT
OF LENDER TO POST A BOND OR ANY OTHER SECURITY, OR TO SHOW SOME EXIGENCY, IN CONNECTION WITH THE OBTAINING BY LENDER OF ANY SUCH
PREJUDGMENT REMEDY.


 


[NO FURTHER
TEXT ON THIS PAGE]


 




    	 	22	 



    


    

  


IN WITNESS WHEREOF,
this Environmental Indemnity Agreement has been executed by Indemnitor as of the day and year first above written.


 


	 	INDEMNITOR:
	 	 
	 	AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation
	 	 
	 	By:  	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II OWNER, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II TRS, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II MISC TRS, LLC, a Delaware limited liability company
	 	 
	 	By:  	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II HIL TRS, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory



 






     


    


    

 


	 	ARC HOSPITALITY STRATFORD, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY TRS STRATFORD, LLC, a Delaware limited liability company
	 	 
	 	By:	  /s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II NTC OWNER, LP, a Delaware limited partnership
	 	 
	 	By:  	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II NTC HIL TRS, LP, a Delaware limited partnership
	 	 
	 	By:	  /s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory
	 	 
	 	ARC HOSPITALITY PORTFOLIO II NTC TRS, LP, a Delaware limited partnership
	 	 
	 	By:	/s/ Paul Hughes
	 	 	Name: Paul Hughes
	 	 	Title: Authorized Signatory


 




     


    


    

 


SCHEDULE I


 


Environmental Reports


 


LIST OF ENVIRONMENTAL REPORTS


 




    Schedule I


    


    

 


SCHEDULE II


 


Borrowers


 





	
         

        Borrower Name
	 	Organization 

type	 	State of

 Formation
	ARC Hospitality Portfolio II Owner, LLC	 	Limited liability company	 	Delaware
	ARC Hospitality Portfolio II TRS, LLC	 	Limited liability company	 	Delaware
	ARC Hospitality Portfolio II MISC TRS, LLC	 	Limited liability company	 	Delaware
	ARC Hospitality Portfolio II HIL TRS, LLC	 	Limited liability company	 	Delaware
	ARC Hospitality Stratford, LLC	 	Limited liability company	 	Delaware
	ARC Hospitality TRS Stratford, LLC	 	Limited liability company	 	Delaware
	ARC Hospitality Portfolio II NTC Owner, LP	 	Limited partnership	 	Delaware
	ARC Hospitality Portfolio II NTC HIL TRS, LP	 	Limited partnership	 	Delaware
	ARC Hospitality Portfolio II NTC TRS, LP	 	Limited partnership	 	Delaware







  




    Schedule II


    


    

 


SCHEDULE III


 


Properties


 





	 	Hotel Name	 	State	 	Address	 	City/State/Zip
	1.	Hampton Inn Orlando International Drive/Convention Center	 	FL	 	8900 Universal Boulevard	 	Orlando, FL  32819
	2.	Homewood Suites by Hilton Orlando – International Drive/Convention	 	FL	 	8745 International Drive	 	Orlando, FL  32819
	3.	Courtyard Dalton	 	GA	 	411 Holiday Drive	 	Dalton, GA  30720
	4.	Hilton Garden Inn Albuquerque – North/Rio Rancho	 	NM	 	1711 Rio Rancho Boulevard	 	Albuquerque, NM  87124
	5.	Hampton Inn Milford	 	CT	 	129 Plains Road	 	Milford, CT  06460
	6.	Homewood Suites by Hilton Augusta	 	GA	 	1049 Stevens Creek Road	 	Augusta, GA  30907
	7.	Hampton Inn Chicago/Naperville	 	IL	 	1087 East Diehl Road	 	Naperville, IL  60563
	8.	Hampton Inn Indianapolis – NE/Castleton	 	IN	 	6817 East 82nd Street	 	Indianapolis, IN  46250
	9.	Hampton Inn Knoxville – Airport	 	TN	 	148 International Avenue	 	Alcoa, TN  37701
	10.	Homewood Suites by Hilton Seattle Downtown	 	WA	 	206 Western Avenue West	 	Seattle, WA  98119
	11.	TownePlace Suites Savannah Midtown	 	GA	 	11309 Abercorn Street	 	Savannah, GA  31419
	12.	Hilton Garden Inn Louisville East	 	KY	 	1530 Alliant Avenue	 	Louisville, KY  40299
	13.	Residence Inn Jacksonville Airport	 	FL	 	1310 Airport Road	 	Jacksonville, FL  32218
	14.	Hampton Inn Champaign/Urbana	 	IL	 	1200 West University Avenue	 	Urbana, IL  61801
	15.	Hampton Inn East Lansing	 	MI	 	2500 Coolidge Road	 	East Lansing, MI  48823
	16.	SpringHill Suites Asheville	 	NC	 	Two Buckstone Place	 	Asheville, NC  28805
	17.	Courtyard San Diego Carlsbad/McClellan-Palomar Airport	 	CA	 	5835 Owens Avenue	 	Carlsbad, CA  92008
	18.	Courtyard Houston I-10 West/Energy Corridor	 	TX	 	12401 Katy Freeway	 	Houston, TX  77079
	19.	Hampton Inn Austin – North @ I-35 & Hwy 183	 	TX	 	7619 I-35 North	 	Austin, TX  78752
	20.	Hampton Inn College Station	 	TX	 	320 Texas Avenue South	 	College Station, TX 77840
	21.	Stratford Homewood	 	CT	 	6905 Main Street	 	Stratford, CT 06614




 








    Schedule III