ASSIGNMENT AND AMENDMENT OF MANAGEMENTAGREEMENTS

Exhibit 10.13

ASSIGNMENT AND AMENDMENT OF MANAGEMENT AGREEMENTS

This Assignment and Amendment of Management Agreement (“Assignment”) is made, effective as of March 31, 2017 (the “Effective Date”), by and between (1) 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 (“Assignor”); (2) ARC Hospitality Portfolio I MCK TRS, LLC, a Delaware limited liability company, ARC Hospitality Portfolio I NTC TRS, LP, a Delaware limited partnership, ARC Hospitality Portfolio II NTC TRS, LP, Delaware limited partnership, and ARC Hospitality Portfolio II MISC TRS, LLC, a Delaware limited liability company, the principal place of business of each of which is 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (collectively, “Assignee”); and (3) McKibbon Hotel Management, inc., a Florida corporation, with an office at 402 Washington Street, SE, Suite 200, Gainesville, GA 30501 (“Manager”).

RECITATIONS

WHEREAS, Assignee is the operating lessee of the Hotels listed on Exhibit A hereto (collectively, “Hotels”), pursuant to leases (collectively, “Leases”) between Assignee and the entities listed as “Property Owner” on Exhibit A hereto (collectively, “Property Owners”), which are the owners of the respective listed Hotels;

WHEREAS, Assignor and Assignee have entered into those certain management agreements by and between the entities listed as “Owner” with respect to each Hotel on Exhibit A hereto, dated as of February 27, 2015 (collectively, “Owner Management Agreements”), pursuant to which the Assignee has, among other things, appointed Assignor as Assignee’s exclusive agent to supervise, direct, and control management and operation of the Hotels pursuant to the terms thereof;

WHEREAS, Assignor and Manager are parties to those certain Management Agreements (collectively, “Management Agreements”), dated October 3, 2014 but effective as of February 27, 2015 with respect to the management of the Hotels;

WHEREAS, Assignor and Assignee are, contemporaneously with the execution of this Assignment, terminating the Owner Management Agreements, and in connection therewith, Assignor desires to assign its rights and obligations under the Management Agreements, Assignee desires to accept the assignment of Assignor’s rights and obligations under the Management Agreements, as amended by this Assignment, and Manager desires to acknowledge and consent to such assignment; and

NOW THEREFORE, in consideration of the foregoing recitals and the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

Notwithstanding anything herein to the contrary, in the event that W2007 Equity Inns Senior Mezz, LLC, or its successor or assign (“Preferred Equity Holder”), delivers notice to Management Company that a “Changeover Event” has occurred under the Amended and Restated Limited Liability Company Agreement of ARC Hospitality Portfolio I Holdco, LLC, dated February 27, 2015, which notice shall be definitive hereunder as to whether a “Changeover Event” has occurred for purposes of this Agreement, and upon which Management Company shall be required and entitled to rely, Preferred Equity Holder may terminate this Agreement by written notice (which may be incorporated in the initial notice as to the occurrence of a Changeover Event), effective fifteen (15) days after receipt by the Management Company or upon such later date as set forth in said notice, without the payment of any termination fee, penalty, accrued and unpaid Base Management Fees or Incentive Fees or any other fees, commissions or other amounts payable or reimbursable to Management Company under this Management Agreement. Notwithstanding anything herein to the contrary, (a) Management Company shall not be obligated to return or refund to the Preferred Equity Holder any Base Management Fee or Incentive Fees or any other fees, commissions or other amounts payable or reimbursable to the Management Company under the Management Agreements already received by the Management Company prior to its receipt of such notice of the Changeover Event, and to which the Management Company was entitled under the Management Agreements, (b) Management Company shall be entitled to collect from the Preferred Equity Holder the Base Management Fee (other than any termination fee and penalty) or Incentive Fees or any other fees, commissions or other amounts payable or reimbursable to the Management Company under the Management Agreements accruing in accordance with the Management Agreements for any period of time that the Management Company continues to perform its obligations under the terms of the Management Agreements at the request of the Preferred Equity Holder and (c) in the event of a Changeover Event, the Management Company shall be entitled to collect and retain from the Assignor any Base Management Fee or Incentive Fee or any other fees, commissions or other amounts payable or reimbursable to the Management Company under the Management Agreements accrued but unpaid prior to the occurrence of the Changeover Event and to which Management Company is entitled under the Management Agreements. The parties hereto acknowledge that the foregoing agreement by the Management Company does not constitute a waiver by the Management Company of the payment by the Assignor of the Management Fees or other amounts payable or reimbursable under the Management Agreements.  The parties hereby agree and acknowledge that the Preferred Equity Holder shall be an express third party beneficiary of this Management Agreement and entitled to enforce the provisions hereof in accordance with the terms set forth herein.  Management Company acknowledges that the provisions of this Section 8.01(h) were a material component of the consideration received by Owner for entering into this Agreement.

Notwithstanding anything herein to the contrary, in the event that W2007 Equity Inns Senior Mezz, LLC, or its successor or assign (“Preferred Equity Holder”), delivers notice to Management Company that a “Changeover Event” has occurred under the Amended and Restated Limited Liability Company Agreement of ARC Hospitality Portfolio II Holdco, LLC, dated February 27, 2015, which notice shall be definitive hereunder as to whether a “Changeover Event” has occurred for purposes of this Agreement, and upon which Management Company shall be required and entitled to rely, Preferred Equity Holder may terminate this Agreement by written notice (which may be incorporated in the initial notice as to the occurrence of a Changeover Event), effective fifteen (15) days after receipt by the Management Company or upon such later date as set forth in said notice, without the payment of any termination fee, penalty, accrued and unpaid Base Management Fees or Incentive Fees or any other fees, commissions or other amounts payable or reimbursable to Management Company under this Management Agreement.  Notwithstanding anything herein to the contrary, (a) Management Company shall not be obligated to return or refund to the Preferred Equity Holder any Base Management Fee or Incentive Fees or any other fees, commissions or other amounts payable or reimbursable to the Management Company under the Management Agreements already received by the Management Company prior to its receipt of such notice of the Changeover Event, and to which the Management Company was entitled under the Management Agreements, (b) Management Company shall be entitled to collect from the Preferred Equity Holder the Base Management Fee (other than any termination fee and penalty) or Incentive Fees or any other fees, commissions or other amounts payable or reimbursable to the Management Company under the Management Agreements accruing in accordance with the Management Agreements for any period of time that the Management Company continues to perform its obligations under the terms of the Management Agreements at the request of the Preferred Equity Holder and (c) in the event of a Changeover Event, the Management Company shall be entitled to collect and retain from the Assignor any Base Management Fee or Incentive Fee or any other fees, commissions or other amounts payable or reimbursable to the Management Company under the Management Agreements accrued but unpaid prior to the occurrence of the Changeover Event and to which Management Company is entitled under the Management Agreements. The parties hereto acknowledge that the foregoing agreement by the Management Company does not constitute a waiver by the Management Company of the payment by the Assignor of the Management Fees or other amounts payable or reimbursable under the Management Agreements. The parties hereby agree and acknowledge that the Preferred Equity Holder shall be an express third party beneficiary of this Management Agreement and entitled to enforce the provisions hereof in accordance with the terms set forth herein.  Management Company acknowledges that the provisions of this Section 8.01(h) were a material component of the consideration received by Owner for entering into this Agreement.

If to Owner:

ARC Hospitality Portfolio I MCK TRS, LLC

ARC Hospitality Portfolio I NTC TRS, LP

ARC Hospitality Portfolio II NTC TRS, LP

ARC Hospitality Portfolio II MISC TRS, LLC

3950 University Drive, Suite 301

Fairfax, Virginia 22030

Attention: General Counsel

[Signatures appear on the following page]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed and delivered by their duly authorized officers as of the Effective Date.

Exhibit A