ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of February 27, 2015, by ARC HOSPITALITY PORTFOLIO I OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I BHGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I PXGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I GBGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I NFGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I MBGL 1000 OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I MBGL 950 OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I NTC OWNER, LP, a Delaware limited partnership, ARC HOSPITALITY PORTFOLIO I DLGL OWNER, LP, a Delaware limited partnership, and ARC HOSPITALITY PORTFOLIO I SAGL OWNER, LP, a Delaware limited partnership, each having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York
MANAGEMENT AGREEMENTManagement Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This Management Agreement (“Agreement”) is made, effective as of [_____] [_], [____] (the “Effective Date”), by and between [________], a [Delaware limited liability company] whose principal place of business is 405 Park Avenue, New York, NY 10022 and ARC HOSPITALITY PORTFOLIO I NTC HIL TRS, LP, a Delaware limited partnership whose principal place of business is 405 Park Avenue, New York, NY 10022 (collectively hereinafter referred to as “Owner”); and AMERICAN REALTY CAPITAL HOSPITALITY GRACE PORTFOLIO, LLC, a Delaware limited liability company, whose principal place of business is 405 Park Avenue, New York, NY 10022 (hereinafter referred to as “Manager”).
LOAN AGREEMENTLoan Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
HOTEL MANAGEMENT AGREEMENT By and Between and AMERICAN REALTY CAPITAL HOSPITALITY PROPERTIES, LLCHotel Management Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • Maryland
THIS HOTEL MANAGEMENT AGREEMENT is made as of the [__] day of [____], [_____], between[_________], a [Delaware limited partnership], as “Owner,” and AMERICAN REALTY CAPITAL HOSPITALITY PROPERTIES, LLC, a Delaware limited liability company, as “Operator.”
MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of February 27, 2015, by AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership, and WHITEHALL PARALLEL GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership (each of the foregoing, a “Guarantor”, and collectively, “Guarantors”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF EQTY 2014-INNS MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, having an address at c/o Berkadia Commercial Mortgage LLC, 323 Norristown Road, Suite 300, Ambler, Pennsylvania 19002 (together with its successors and/or assigns, “Lender”).
Re: Certain Hotel Purchase and Sale Agreements between American Realty Capital Hospitality Portfolio NBL, LLC, a Delaware limited liability company, as “Buyer,” and each of the Sellers listed above, as “Sellers”Hotel Purchase and Sale Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
Reference is hereby made to each of those certain Hotel Purchase and Sale Agreements entered into between Buyer and Sellers as of June 15, 2015 and more particularly described therein (collectively, as amended by the following letter agreements, the “Purchase Agreements”), and related Escrow Instructions for Deposit dated June 15, 2015, and that certain letter agreement entered into between Buyer and Sellers as of June 15, 2015 in connection with the Purchase Agreements, as amended by that certain letter agreement dated as of July 15, 2015, as further amended by that certain letter agreement dated as of October 15, 2015, and as further amended by that certain extension letter agreement dated as of December 23, 2015 (the “Extension Letter”; together with each of the foregoing letters, individually and collectively, the “Side Letter”). Any capitalized terms used but not otherwise defined in this termination letter agreement (this “Termination Letter”) shall have the meanings set forth in
FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENT (this “Amendment”) is made as of June 18, 2014 (the “Effective Date”) by and among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, collectively, “Lender”), and WNT MEZZ I, LLC, a Delaware limited liability company (together with its permitted successors and assigns, collectively, “Borrower”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of June 18, 2014 (the “Effective Date”) by and among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, “Lender”), W2007 EQUITY INNS REALTY, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “LLC Borrower”) and W2007 EQUITY INNS REALTY, L.P., a Delaware limited partnership (together with its permitted successors and assigns, “LP Borrower”). LLC Borrower and LP Borrower may be referred to herein, individually or collectively, as the context may require as determined by Lender, as “Borrower”.
GUARANTY OF RECOURSE OBLIGATIONS (MEZZANINE)Guaranty of Recourse Obligations (Mezzanine) • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This GUARANTY OF RECOURSE OBLIGATIONS (MEZZANINE) (this “Guaranty”) is executed as of February 27, 2015, by AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership, and WHITEHALL PARALLEL GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership (each of the foregoing, a “Guarantor”, and collectively, “Guarantors”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF EQTY 2014-MZ MEZZANINE TRUST, COMMERCIAL MEZZANINE PASS-THROUGH CERTIFICATES, having an address at c/o Berkadia Commercial Mortgage LLC, 323 Norristown Road, Suite 300, Ambler, Pennsylvania 19002 (together with its successors and/or assigns, “Lender”).
TERMINATION AGREEMENTTermination Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This TERMINATION AGREEMENT (this “Agreement”), dated as of December 31, 2015, is by and among REALTY CAPITAL SECURITIES, LLC, a Delaware limited liability company (“RCS”), AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland Corporation (the “Company”) and AMERICAN REALTY CAPITAL HOSPITALITY ADVISORS, LLC (the “Advisor”, and together with the Company, the “Company Parties” and together with RCS and the Company, the “Parties” and individually, a “Party”).
SECOND AMENDMENT TOAdvisory Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO ADVISORY AGREEMENT is entered into as of March 24, 2016, among American Realty Capital Hospitality Trust, Inc. (the “Company”), American Realty Capital Hospitality Operating Partnership, L.P. (the “Operating Partnership”) and American Realty Capital Hospitality Advisors, LLC (the “Advisor”).
SIXTH AMENDMENT TO AGREEMENT FOR SALE AND PURCHASEAgreement for Sale and Purchase • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This Sixth Amendment to the Agreement for Sale and Purchase (this “Amendment”) by and between WS CINCINNATI, LLC, a Delaware limited liability company, WS COLLEGE STATION JV, LLC, a Delaware limited liability company, WS-CNO JV, LLC, a Delaware limited liability company, WS-FNO, LLC, a Delaware limited liability company, and WS SPHERICAL STONE, LLC, a Delaware limited liability company (collectively, “Seller”), and AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO WSC, LLC, a Delaware limited liability company (“Purchaser”) is made as of December 2, 2015 (the “Amendment Effective Date”). Seller and Purchaser are sometimes referred to collectively in this Amendment as the “Parties.”
AGREEMENT TO RELEASE LOAN GUARANTOR AND REAFFIRMATIONAgreement to Release Loan Guarantor and Reaffirmation • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT TO RELEASE LOAN GUARANTOR AND REAFFIRMATION (this “Agreement”) is entered into this 2nd day of December, 2015 (the “Effective Date”), by and among ARC HOSPITALITY PORTFOLIO I OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I BHGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I PXGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I GBGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I NFGL OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I MBGL 1000 OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I MBGL 950 OWNER, LLC, a Delaware limited liability company, ARC HOSPITALITY PORTFOLIO I NTC OWNER, LP, a Delaware limited partnership, ARC HOSPITALITY PORTFOLIO I DLGL OWNER, LP, a Delaware limited partnership, and ARC HOSPITALITY PORTFOLIO I SAGL OWNER, LP, a Delaware limited partnership, each having an office
RELEASE (POOL I)Release • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
RELEASE (“Release”) dated as of December 2nd, 2015 from W2007 Equity Inns Senior Mezz, LLC (the “Class A Member”), Whitehall Street Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Street”), Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Parallel”, and together with Whitehall Street, “Whitehall”), and each of the seller parties (“Sellers”) listed on Schedule 1A to that certain Amended and Restated Real Estate Sale Agreement, dated as of November 11, 2014 (as amended, modified or supplemented from time to time, the “Sale Agreement”), by and between Sellers and each of the purchasers listed on Schedule 1B to the Sale Agreement, in favor of Nicholas S. Schorsch (“NSS”), William M. Kahane (“WMK”), Edward M. Weil (“EMW”), and Peter M. Budko (“PMB” and collectively with NSS, WMK and EMW, the “ARC Individual Guarantors”). Capitalized terms used but not defined herein shall have the meaning ascri
SEVENTH AMENDMENT TO AGREEMENT FOR SALE AND PURCHASEAgreement for Sale and Purchase • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This Seventh Amendment to the Agreement for Sale and Purchase (this “Amendment”) by and between WS CINCINNATI, LLC, a Delaware limited liability company, WS COLLEGE STATION JV, LLC, a Delaware limited liability company, WS-CNO JV, LLC, a Delaware limited liability company, WS-FNO, LLC, a Delaware limited liability company, and WS SPHERICAL STONE, LLC, a Delaware limited liability company (collectively, “Seller”), and AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO WSC, LLC, a Delaware limited liability company (“Purchaser”) is made as of December 8, 2015 (the “Amendment Effective Date”). Seller and Purchaser are sometimes referred to collectively in this Amendment as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
THIS AGREEMENT is made effective with respect to each individual Hotel as of the Commencement Date (though it may be executed earlier and will become effective upon [_______] [_], [_____] with respect to the parties’ obligations apart from those relating to individual Hotels), and is between, on the one hand, [________], a [Delaware limited liability company] and [_________], a [Delaware limited partnership] (individually or collectively as context requires, “Owner”), having their principal offices at c/o American Realty Capital, 405 Park Avenue, New York, NY 10022; and, on the other hand, American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company ("Manager"), having a principal office at c/o American Realty Capital, 405 Park Avenue, New York, NY 10022.
AGREEMENT TO RELEASE LOAN GUARANTOR AND REAFFIRMATION (MEZZANINE)Agreement to Release Loan Guarantor and Reaffirmation • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT TO RELEASE LOAN GUARANTOR AND REAFFIRMATION (MEZZANINE) (this “Agreement”) is entered into this 2nd day of December, 2015 (the “Effective Date”), by and among ARC HOSPITALITY PORTFOLIO I MEZZ, LP, a Delaware limited partnership, having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022 (“Borrower”), AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, each having an office at c/o American Realty Capital, 405 Park Avenue, New York, New York 10022 (each a “Remaining Guarantor”, and collectively, “Remaining Guarantors”), WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership, and WHITEHALL PARALLEL GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership, each having an office at c/o Goldman, Sachs & Co., 200 West Street, New York, NY 10282 (each a “Release Guarantor
MANAGEMENT AGREEMENTManagement Agreement • March 28th, 2016 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This Management Agreement (“Agreement”) is made effective as of the last date on which it is signed by one of the parties (the “Effective Date”), by and between [________] , a [Delaware limited liability company], whose principal place of business is 405 Park Avenue, New York, NY 10022 (hereinafter referred to as “Owner”), and AMERICAN REALTY CAPITAL HOSPITALITY GRACE PORTFOLIO, LLC, a Delaware limited liability company, whose principal place of business is 405 Park Avenue, New York, NY 10022 (hereinafter referred to as “Manager”). Although this Agreement is a binding contract as of the Effective Date, its Term (defined below) shall not commence, and the parties’ respective obligations incident to the day-to-day management of any Hotel (defined below) shall not commence, until the later to occur of (1) the approval of this Agreement by the holder of the Mortgage (defined below) (or such holder’s servicer or other agent) as required under the terms of the Mortgage; and (2) the successfu
