Exhibit 10.24

 

Berkadia Loan No. 01-0085683 & 01-0086643

 

ASSUMPTION AND RELEASE AGREEMENT

 

THIS ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is entered into and made effective as of the 27th day of February, 2015 (the “Effective Date”), by and among W2007 Equity Inns Realty, LLC, a Delaware limited liability company (“LLC Original Borrower”), and W2007 Equity Inns Realty, L.P., a Delaware limited partnership (“LP Original Borrower”; LLC Original Borrower and LP Original Borrower are individually and collectively, as the context may require, referred to as “Original Borrower”), each with a mailing address at c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282, ARC Hospitality Portfolio I Owner, LLC, a Delaware limited liability company (“LLC New Borrower”), ARC Hospitality Portfolio I BHGL Owner, LLC, a Delaware limited liability company (“BHGL New Borrower”), ARC Hospitality Portfolio I PXGL Owner, LLC, a Delaware limited liability company (“PXGL New Borrower”), ARC Hospitality Portfolio I GBGL Owner, LLC, a Delaware limited liability company (“GBGL New Borrower”), ARC Hospitality Portfolio I NFGL Owner, LLC, a Delaware limited liability company (“NFGL New Borrower”), ARC Hospitality Portfolio I MBGL 1000 Owner, LLC, a Delaware limited liability company (“MBGL 1000 New Borrower”), ARC Hospitality Portfolio I MBGL 950 Owner, LLC, a Delaware limited liability company (“MBGL 950 New Borrower”), ARC Hospitality Portfolio I NTC Owner, LP, a Delaware limited partnership (“LP New Borrower”), ARC Hospitality Portfolio I DLGL Owner, LP, a Delaware limited partnership (“DLGL New Borrower”), and ARC Hospitality Portfolio I SAGL Owner, LP, a Delaware limited partnership (“SAGL New Borrower”; LLC New Borrower, BHGL New Borrower, PXGL New Borrower, GBGL New Borrower, NFGL New Borrower, MBGL 1000 New Borrower, MBGL 950 New Borrower, LP New Borrower, DLGL New Borrower and SAGL New Borrower are individually and collectively, as the context may require, referred to as “New Borrower”), each with a mailing address at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022, U.S. Bank National Association, as Trustee for the Registered Holders of EQTY 2014-INNS Mortgage Trust, Commercial Mortgage Pass-Through Certificates (“Lender”), with a mailing address at c/o Berkadia Commercial Mortgage LLC, 323 Norristown Road, Suite 300, Ambler, Pennsylvania 19002 (“Berkadia”), Whitehall Street Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Street Global”), and Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Parallel Global”; Whitehall Street Global and Whitehall Parallel Global are individually and collectively, as the context may require, referred to as “Original Guarantor” and together with the Original Borrower, the “Original Indemnitors”), each with a mailing address at c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282, and American

 

 

Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (“ARC OP”) and American Realty Capital Hospitality Trust, Inc., a Maryland corporation (“ARC REIT”; together with Whitehall Street Global and Whitehall Parallel Global, ARC OP and ARC REIT are individually and collectively, as the context may require, referred to as “New Guarantor” and together with the New Borrower, the “New Indemnitors”), each with a mailing address at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022.

 

RECITALS:

 

The following recitals are a material part of this Agreement:

 

A.           German American Capital Corporation, a Maryland corporation (“Original Lender”), made a real estate mortgage loan in the aggregate original principal amount of $865,000,000.00 to Original Borrower, which Loan is evidenced by that certain (i) Promissory Note A-1, dated April 11, 2014 (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the “A-1 Note”), from Original Borrower in the original principal amount of $519,000,000.00 (the “A-1 Loan”), and (ii) Promissory Note A-2, dated April 11, 2014 (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the “A-2 Note” and together with the A-1 Note, the “Note”), from Original Borrower in the original principal amount of $346,000,000.00 (the “A-2 Loan” and together with the A-1 Loan, the “Loan”). The Loan is further evidenced, governed and/or secured by the following agreements and documents, all executed and delivered, or caused to be executed and delivered, by Original Borrower for the benefit of Original Lender:

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

18.         that certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by LLC New Borrower, MISC TRS, Lender, ARC Manager, as operator, and Musselman Hotels Management, L.L.C. (“Musselman”), as manager, for the benefit of Lender (the “Musselman Management

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

23.         that certain Assignment of Management Agreement and Subordination of Management Fees (Operating Agreement) executed by MBGL 1000 New Borrower, MBGL 950 New Borrower, LLC New Borrower, LP New Borrower, ARC Hospitality Portfolio I MCK TRS, LLC, a Delaware limited liability company (“MCK TRS”), NTC TRS, Lender, and ARC Manager, as operator, for the benefit of Lender (the “McKibbon Operating Agreement Subordination”);

 

24.         that certain Assignment of Management Agreement and Subordination of Management Fees (Management Agreement) executed by MBGL 1000 New Borrower, MBGL 950 New Borrower, LLC New Borrower, LP New Borrower, MCK TRS, NTC TRS, Lender, ARC Manager, as operator, and McKibbon Hotel Management, Inc. (“McKibbon”), as manager, for the benefit of Lender (the “McKibbon Management Agreement Subordination”) and together with the McKibbon Operating Agreement Subordination, the “McKibbon Subordination”;

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

40.         this Agreement.

 

The agreements and documents set forth in Recital A and Recital C above (except for the incumbency certificates referred to as numbers 38-39), together with all other documents evidencing, securing or otherwise pertaining to the Loan (other than the documents and agreements set forth in Recital B), and such other agreements and documents as Lender may reasonably require, are hereinafter referred to collectively as the “Loan Documents”, and individually as a “Loan Document”.

 

D.           Original Lender assigned, sold and transferred its interest in the Loan and the Original Borrower’s Loan Documents to Lender pursuant to certain assignment documents including, without limitation, those certain assignments referenced in the Mortgage Assumptions, and Lender is the current holder of all of Original Lender’s interest in the Loan and Original Borrower’s Loan Documents.

 

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

 

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

 

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

 

CONTRACTUAL PROVISIONS:

 

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

 

1.          Acknowledgement of Debt.

 

(a)          Lender, Original Borrower and New Borrower confirm and acknowledge that the aggregate outstanding principal balance under the Note immediately prior to the Effective Date is $801,100,768.45 and the balances of all reserve and escrow accounts required under the Loan Documents are set forth on Schedule I, attached hereto and by this reference incorporated herein. New Borrower declares and acknowledges, for the specific reliance and benefit of Lender, that (i) New Borrower has no claim, or to New Borrower’s knowledge, defense, or right of offset of any kind or in any amount with respect to the Note, the Mortgage or any of the other Loan Documents, and (ii) no amounts paid by New Borrower or

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

(b)          In reliance upon the representations, warranties and covenants set forth herein by Original Borrower, Original Guarantor, New Borrower and New Guarantor, Lender hereby consents to the Transfer and Assumption and waives its right to accelerate the

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

Loan pursuant to any provision of the Original Borrower’s Loan Documents which might otherwise provide such right to Lender solely on account of such Transfer and Assumption. Lender’s consent to the Transfer and Assumption is not intended to be and shall not be construed as its consent to any subsequent transfer or assumption which requires Lender’s consent pursuant to the terms of the Mortgage or any other Loan Document.

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

5.            Representations.

 

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

 

(i)          New Borrower is duly organized, validly existing and in good standing under the laws of its state of formation or organization and is duly qualified and authorized to conduct business in the state(s) in which the Properties are located (as applicable), and has full power and authority to own, lease and operate the Properties, and to conduct its affairs as now being conducted and as proposed to be conducted;

 

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

 

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

 

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

 

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

 

(vi)        Except in connection with the Original Mezzanine Loan (as defined in the Loan Agreement) and the Qualified Preferred Equity Investment (as defined in the Loan Agreement), no equity interest in New Borrower has been pledged, hypothecated or otherwise encumbered as security for any obligation,

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

and none of the capital contributed to New Borrower was made in the form of a loan;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

6.          Financial Information.

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

If to Lender:

 

U.S. Bank National Association, as Trustee for the Registered Holders of EQTY 2014-INNS Mortgage Trust, Commercial Mortgage Pass-Through Certificates

c/o Berkadia Commercial Mortgage LLC

323 Norristown Road, Suite 300

Ambler, PA 19002

Attention: Client Relations Manager for

Loan Nos. 01-0085683 & 01-0086643

Facsimile No.: (215) 328-3832

 

If to New Borrower:

 

c/o American Realty Capital

405 Park Avenue

New York, New York 10022

Facsimile No.: (212) 421-5799

 

If to New Guarantor:

 

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

c/o Goldman Sachs & Co.

200 West Street

New York, New York 10282

Attention: Chief Financial Officer

Facsimile No.: (212) 357-5505

 

And

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

American Realty Capital Hospitality Trust, Inc.

c/o American Realty Capital

405 Park Avenue

New York, New York 10022

Facsimile No.: (212) 421-5799

 

with a copy to:

 

Goldman Sachs Realty Management, L.P.

6011 Connection Drive

Irving, Texas 7039

Attention: Investment Management

Facsimile No.: (972) 368-3699

 

with a copy to:

 

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Anthony J. Colletta, Esq.

Facsimile No. (212) 291-9029

 

with a copy to:

 

Goodwin Procter LLP

53 State Street

Boston, MA 02109

Attn: Samuel L. Richardson, Esq.

Facsimile No.: (617) 523-1231

 

8.          Release of Berkadia and Lender. Original Borrower, New Borrower, Original Guarantor and New Guarantor hereby each, as to its own Claims only, unconditionally and irrevocably releases and forever discharges Berkadia and Lender and their respective successors, assigns, agents, directors, officers, employees, and attorneys (collectively, the “Indemnitees”) from all Claims, as defined below, and each, as to its own Claims only, agrees to indemnify the Indemnitees, hold the Indemnitees harmless, and defend the Indemnitees with counsel reasonably acceptable to the Indemnitees from and against any and all claims, losses, causes of action, costs and expenses of every kind or character in connection with the Claims and/or the transfer of the Properties in connection with this Agreement (excluding any Claims arising out of or resulting from the gross negligence, illegal acts, bad faith or willful misconduct of any of the Indemnitees). As used in this Agreement, the term “Claims” shall mean any and all possible claims, demands, actions, costs, expenses and liabilities whatsoever, known or unknown, at law or in equity, originating in whole or in part on or before the Effective Date, which each of Original Borrower, New Borrower, Original Guarantor or New Guarantor or any

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

12.         No Impairment of Lien; No Satisfaction. Nothing set forth herein shall affect the priority or extent of the lien of the Mortgage or any of the other Loan Documents, nor, except as expressly set forth herein, release or change the liability of any party who may now be or after the Effective Date, become liable, primarily or secondarily, under the Loan Documents. This Agreement does not, and shall not be construed to, constitute the creation of new indebtedness or the satisfaction, discharge or extinguishment of the debt secured by the Loan Documents.

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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

 

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

 

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

 

17.         Miscellaneous.

 

(a)          Choice of Law. The validity and enforcement of this Agreement and the other Loan Documents, to the extent they involve the creation, perfection, assignment, modification and enforcement of liens and security interests against property located in the state, commonwealth or district in which the Properties are located, are intended to be governed by the laws of the state, commonwealth or district in which the Properties are located. All other aspects of the transaction contemplated by this Agreement and the indebtedness evidenced by the Note, and the Loan Documents shall be governed by and construed in accordance with the laws of the State of New York pursuant to Section 5-1401 of the New York General Obligations Law.

 

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

 

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

 

(d)          Complete Agreement. This Agreement and the Loan Documents represent the complete agreement among the parties with regard to the items set forth herein, and

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

there are no representations, covenants, warranties, agreements or conditions, oral or written, between the parties not set forth in this Agreement and the Loan Documents.

 

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

 

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

 

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

 

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

 

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

 

20.         Further Assurances. Original Borrower, Original Guarantor, New Borrower and New Guarantor shall cooperate with Lender and shall execute and deliver, or cause to be executed and delivered, all such other documents and instruments, and shall take all such other action that Lender may request from time to time in order to accomplish and satisfy the provisions and purposes of this Agreement, including such confirmations and/or corrective instruments as Lender reasonably may require, provided that such documents, instruments or

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

actions shall not increase the liabilities or obligations of Original Borrower, Original Guarantor, New Borrower or New Guarantor under this Agreement of any of the other Loan Documents.

 

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

 

(a)

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

 

(b)

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

 

(c)

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

 

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

(k)

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

(l)

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

(m)

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

(n)

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

 

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

 

(o)

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

(p)

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

(q)

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

(r)

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

(s)

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

(t)

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

(u)

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

 

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

 

(v)

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

 

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

 

(w)

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

 

shall mean the base property management fees (i.e. based on a fixed percentage of revenues and not on the basis of any override or profit participation) for property management (as opposed to asset management) services provided to the Individual Properties and actually payable to Manager under the Management Agreements, but such fees, for any Manager, shall not exceed four percent (4.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Manager and all such fees payable to all Managers in the aggregate shall not exceed four percent (4.0%) of the monthly Adjusted Operating Income for the Properties; provided, however, that any portion of the Base Management Fees in excess of three percent (3%) (the “Subordinated Portion of the Base Management Fees”) shall be payable only to the extent that (1) no Triggering Period has occurred and is then continuing; and (2) there is sufficient Available Cash to pay such amount (which amount will then be paid out of such Available Cash and from no other source) for the Individual

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

Properties managed by such Manager. Notwithstanding anything to the contrary contained herein, if the Subordinated Portion of the Base Management Fees shall be due to Managers pursuant to the terms set forth herein, such Subordinated Portion of the Base Management Fees shall accrue but shall not be payable to the Managers until such time as (x) the Borrower has reserved in the Future PIP Reserve Account a cash deposit in an amount equal to all outstanding Future PIP Reserve Funds guaranteed by that certain Payment Guaranty (PIP Reserve Funds), dated on or about February 27, 2015, by American Realty Capital Hospitality Trust, Inc., a Maryland corporation, for the benefit of Lender (the “Guaranteed PIP Funds”), or (y) Borrower shall have completed all PIP Work and paid all Approved Future PIP Expenses in connection with the Guaranteed PIP Funds with the Future PIP Reserve Funds in accordance with the Loan Documents or as otherwise agreed to by Lender.

 

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

 

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

 

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

 

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Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

	ORIGINAL BORROWER:
	W2007 Equity Inns Realty, LLC, a Delaware limited liability company
	By:	WNT Mezz I, LLC, its Manger

 

	By:
	Name:
	Title:

 

	W2007 Equity Inns Realty, L.P., a Delaware limited partnership
	By:	W2007 Equity Inns Realty Gen-Par, LLC, a Delaware limited liability company, its General Partner

 

	By:
	Name:
	Title:

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

	ARC Hospitality Portfolio I NTC Owner, LP, a Delaware limited partnership
	By:	ARC Hospitality Portfolio I NTC Owner GP, LLC, a Delaware limited liability company

 

	By:
	Name: Jonathan Mehlman
	Title:   CEO and President

 

	ARC Hospitality Portfolio I DLGL Owner, LP, a Delaware limited partnership
	By:	ARC Hospitality Portfolio I NTC Owner GP, LLC, a Delaware limited liability company

 

	By:
	Name: Jonathan Mehlman
	Title:    CEO and President

 

	ARC Hospitality Portfolio I SAGL Owner, LP, a Delaware limited partnership
	By:	ARC Hospitality Portfolio I NTC Owner GP, LLC, a Delaware limited liability company

 

	By:
	Name: Jonathan Mehlman
	Title:    CEO and President

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

	By:	Berkadia Commercial Mortgage LLC, a Delaware limited liability company
	Its:	Subservicer

 

	By:
	Name: Gary A. Routzahn
	Authorized Representative

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

	ORIGINAL GUARANTOR:
	Whitehall Street Global Real Estate Limited Partnership 2007, a Delaware limited partnership
	By:	WH Advisors, L.L.C. 2007, a Delaware
		limited liability company, its General
		Partner

 

	By:
	Name:
	Title:

 

	Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership
	By:	WH Advisors, L.L.C. 2007, a Delaware
		limited liability company, its General
		Partner

 

	By:
	Name:
	Title:

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

	NEW GUARANTOR:
	American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership
	By:	American Realty Capital Hospitality Trust, Inc., a Maryland corporation, its general partner

 

	By:
	Name: Jonathan Mehlman
	Title:    CEO and President

 

	American Realty Capital Hospitality Trust, Inc., a Maryland corporation
	By:
	Name: Jonathan Mehlman
	Title:    CEO and President

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

	Whitehall Street Global Real Estate Limited Partnership 2007, a Delaware limited partnership
	By:	WH Advisors, L.L.C. 2007, a Delaware
		limited liability company, its General
		Partner

 

	By:
	Name:
	Title:

 

	Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership
	By:	WH Advisors, L.L.C. 2007, a Delaware
		limited liability company, its General
		Partner

 

	By:
	Name:
	Title

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

SCHEDULE I

 

Reserve Balances

 

Immediately prior to the Effective Date:

 

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

 

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Berkadia Loan No. 01-0085683 & 01-0086643

 

 

SCHEDULE II

 

Mortgage, Assignment of Leases and Mortgage Assumptions

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

SCHEDULE III

 

Operating Lease Agreements

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

SCHEDULE IV

 

Management Agreements

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT A-1

 

Legal Description of Real Property

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT A-2

 

Description of Ground Leases

 

AMENDMENT TO SCHEDULE VIII

ADDITIONAL GROUND LEASE DOCUMENTS

 

Property		Additional Ground Lease Documents
Hampton Inn Birmingham (Mountain Brook), AL		·      Consent of Landlord by S&S Associates LLC and New Owners, Vestavia LLC as Tenants in Common   ·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I BHGL Owner, LLC   ·     Unconditional & Irrevocable Guaranty, by American Realty Capital Hospitality Trust, Inc. in favor of S&S Associates LLC and New Owners, Vestavia LLC as Tenants in Common
Homewood Suites, Phoenix, AZ		·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I PXGL Owner, LLC
Hampton Inn, Norfolk, VA		·     Ground Lease Consent to Assignment and Sublease and Estoppel, dated as of January 21, 2015, between Glenwood Square Shopping Center Associates, L.L.C. and ARC Hospitality Portfolio I NFGL Owner, LLC   ·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I NFGL Owner, LLC   ·     Guaranty of Lease, made as of the [27th day of February 2015], by American Realty Capital Hospitality Operating Partnership, L.P., in favor of Glenwood Square Shopping Center Associates, L.L.C.

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

Courtyard, Dallas, TX		·      Consent to Assignment, Sublease, Management Agreement, Sub-Management Agreement, Concession Agreement and Alcohol Services Agreement and Amendment to Ground Lease, dated as of [February 27, 2015] by Istar Dallas GL LLP, W2007 Equity Inns Realty, LP, ARC Hospitality Portfolio I DLGL Owner, LP, American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels & Resorts, LLC and ARC Hospitality Portfolio I TX Beverage Company, LLC   ·     Guaranty of Lease dated February 27, 2015 by American Realty Capital Hospitality Trust, Inc. to Istar Dallas GL LLP   ·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LP in favor of ARC Hospitality Portfolio I DLGL Owner, LP
Residence Inn, Mobile, AL		·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I MGBL 950 Owner, LLC
Courtyard, Mobile, AL		·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I MGBL 1000 Owner, LLC
Springhill Suites, San Antonio, TX		·     Consent to Assignment and Assumption of Lease, made and entered into as of the 31st day of December, 2014, by and between Crossroads Mall Partners, Ltd, W2007 Equity Inns Realty, L.P. and ARC Hospitality Portfolio I SAGL Owner, LP   ·     Assignment and Assumption of Ground Lease, dated February 27, 2015, by W2007 Equity Inns Realty, LP in favor of ARC Hospitality Portfolio I SAGL Owner, LP   ·     Guaranty, dated as of [February 27, 2015], by American Realty Capital Hospitality Trust, Inc. in favor of Crossroads Mall Partners, Ltd.

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

		·     Consent to Sublease dated as of January 27, 2015 by and between Crossroads Mall Partners, Ltd, ARC Hospitality Portfolio I SAGL Owner, LP, and ARC Hospitality Portfolio I NTC TRS, LP
Hampton Inn, Baltimore (Glen Burnie), MD		·     Lease Assignment and Assumption Agreement, dated [February 27, 2015], by Governor Plaza Associates, Federal Realty Investment Trust, W2007 Equity Inns Realty, LLC, ARC Hospitality Portfolio I GBGL Owner, LLC, ARC Hospitality Portfolio I HIL TRS, LLC, and American Realty Capital Hospitality Trust, Inc.   ·     Assignment and Assumption of Ground Lease, dated [February 27, 2015], by W2007 Equity Inns Realty, LLC in favor of ARC Hospitality Portfolio I GBGL Owner, LLC   ·     Guaranty, dated as of [February 27, 2015], by American Realty Capital Hospitality Trust, Inc. in favor of Governor Plaza Associates and Federal Realty Investment Trust

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT B

 

Individual Properties and Allocated Loan Amounts

 

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

Hampton Inn Cleveland-Westlake			8,365,310
Hampton Inn Albany-Wolf Road (Airport)			11,198,721
Hyatt Place Las Vegas			12,345,578
Hyatt Place Albuquerque Uptown			10,119,326
Courtyard by Marriott Asheville			8,635,158
Hampton Inn Fayetteville I-95			3,527,940
Hampton Inn Charlotte-Gastonia			6,881,142
Hampton Inn St. Louis Westport			5,194,587
Hampton Inn Kansas City-Airport			6,341,444
Hyatt Place Minneapolis Airport-South			8,230,385
SpringHill Suites by Marriott Grand Rapids North			7,285,915
Hampton Inn Grand Rapids-North			8,095,461
Hampton Inn Detroit Madison Heights South Troy			8,230,385
Hampton Inn Detroit Northville			6,071,596
Hyatt Place Baltimore BWI Airport			6,746,217
Hampton Inn Baltimore Glen Burnie			1,821,479
Homewood Suites by Hilton Boston-Peabody			6,206,520
Hampton Inn Boston Peabody			9,107,394
Hyatt Place Baton Rouge I-10			7,690,688
Residence Inn by Marriott Lexington South Hamburg Place			8,230,385
SpringHill Suites by Marriott Lexington Near the University of Kentucky			9,647,091
Courtyard by Marriott Louisville Downtown			18,214,787
Courtyard by Marriott Lexington South Hamburg Place			9,444,704
Courtyard by Marriott Bowling Green Convention Center			7,758,150
Hyatt Place Kansas City Overland Park Metcalf			5,464,436
Hampton Inn Kansas City Overland Park			2,493,889
Hyatt Place Indianapolis Keystone			7,758,150
Courtyard by Marriott Chicago Elmhurst Oakbrook Area			7,285,915
Homewood Suites by Hilton Chicago Downtown			44,784,930
Hampton Inn Chicago Gurnee			7,758,150
Residence Inn by Marriott Boise Downtown			5,869,209
Fairfield Inn & Suites by Marriott Atlanta Vinings			6,206,520
Residence Inn by Marriott Macon			3,710,420
Residence Inn by Marriott Savannah Midtown			5,262,050
Courtyard by Marriott Athens Downtown			6,004,134

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

Hampton Inn Columbus-Airport			1,703,143
Embassy Suites by Hilton Orlando - International Drive Jamaican Court			14,032,132
Residence Inn by Marriott Tampa North I-75 Fletcher			6,408,907
Courtyard by Marriott Orlando Altamonte Springs Maitland			8,905,007
Courtyard by Marriott Sarasota Bradenton Airport			5,936,671
Residence Inn by Marriott Sarasota Bradenton			6,948,604
Courtyard by Marriott Jacksonville Airport Northeast			3,467,113
Hampton Inn Palm Beach Gardens			14,167,057
Hampton Inn Boca Raton-Deerfield Beach			9,107,394
Hampton Inn & Suites Boynton Beach			19,496,568
Hampton Inn Boca Raton			9,714,553
Courtyard by Marriott Gainesville			8,365,310
Residence Inn by Marriott Tampa Sabal Park Brandon			8,095,461
Holiday Inn Express & Suites Kendall East			6,611,293
Hyatt Place Tampa Airport Westshore			11,738,418
Hyatt Place Miami Airport-West Doral			12,682,889
Homewood Suites by Hilton Hartford Windsor Locks			7,758,150
Hampton Inn Colorado Springs Central Air Force Academy			2,068,103
Residence Inn by Marriott Los Angeles LAX El Segundo			24,728,758
SpringHill Suites by Marriott San Diego Rancho Bernardo Scripps Poway			14,167,057
Residence Inn by Marriott San Diego Rancho Bernardo Scripps Poway			16,821,306
Homewood Suites by Hilton Phoenix-Biltmore			11,603,494
Residence Inn by Marriott Mobile			4,506,694
Courtyard by Marriott Mobile			3,575,495
Hyatt Place Birmingham Hoover			6,543,831
Hampton Inn Birmingham Mountain Brook			5,869,209
Residence Inn by Marriott Tallahassee North I-10 Capital Circle			6,948,604
Courtyard by Marriott Tallahassee North I-10 Capital Circle			7,285,915
Residence Inn by Marriott Ft Myers			5,801,747
Hampton Inn West Palm Beach Florida Turnpike			11,873,343

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643 

 

 

EXHIBIT C

 

Original Mezzanine Loan Allocated Loan Amounts

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT D

 

Required Repairs

 

NONE.

 

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT E

 

Organizational Chart of New Borrower

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT F

 

Intellectual Property/Websites

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT G

 

Rent Roll

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT H

 

Franchise Agreements

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT I

 

Property Accounts and Property Account Banks

 

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

  

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

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

  

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT J

 

Closing Date Managers

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT K

 

Expiring Franchise Properties

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

EXHIBIT L

 

Scheduled PIP

 

NONE.

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643

 

 

 

EXHIBIT M

 

PIP Work Other Than Scheduled PIP

 

(see attached)

 

Assumption Agreement

Berkadia Loan No. 01-0085683 & 01-0086643