ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • New York
ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of , 2019 by NORMAN H. LESLIE, an individual (“Sponsor”), LF3 PINEVILLE, LLC, a Delaware limited liability company (“Pineville Borrower”) and LF3 PINEVILLE TRS, LLC, a Delaware limited liability company (“Pineville TRS Borrower”; and together with Pineville Borrower, collectively, “Borrower”, and, collectively with Sponsor, jointly and severally, the “Indemnitor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-GC22 (together with its successors and assigns under the Loan Agreement (as defined below), the “Lender”) and the other Indemnified Parties (as defined below).
MANAGEMENT AGREEMENT AMENDMENT AND RESTATEMENT BY AND BETWEEN LF3 TRS, LLC AND NHS LLC dba NATIONAL HOSPITALITY SERVICESManagement Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”), is made on , to be effective as of the Effective Date, as that term is defined below, by and between LF3 TRS, LLC, a Delaware limited liability company, (“Owner”), having a registered office at 1635- 43rd St. South, Suite 205, Fargo, ND 58103, and NHS LLC dba NATIONAL HOSPITALITY SERVICES (the “Operator”) or its assignee, having its principal offices at 1635 - 43rd St. South, Suite 305, Fargo, ND 58103.
LOAN AGREEMENTLoan Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • New York
THIS LOAN AGREEMENT (as it may be amended, restated, supplemented, extended or renewed from time to time, this “Agreement”) is made as of July [11], 2019, between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and LF3 PRATTVILLE, LLC, a Delaware limited liability company (“Landlord Borrower”) and LF3 PRATVILLE TRS, LLC, a Delaware limited liability company (“Tenant Borrower”, and together with Landlord Borrower, individually and/or collectively, as the context may require, “Borrower”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
SIXTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
THIS SIXTH AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 19th day of December, 2018 (“Amendment Date”), by and between GNP GROUP OF PINEVILLE, LLC, a North Carolina limited liability company (“Seller”), and LODGING FUND REAL ESTATE INVESTMENT TRUST III, LLC, a Delaware limited partnership real estate investment trust (“Buyer”).
GUARANTYGuaranty • August 8th, 2019 • Lodging Fund REIT III, Inc. • New York
This GUARANTY (the “Guaranty”) is made as of July 11, 2019, by COREY R. MAPLE (“Guarantor”), to and for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
HOTEL PURCHASE AND SALE AGREEMENT By and Between EAGAN LODGING INVESTORS II, LLC, a Wisconsin limited liability company as Seller AND Lodging Fund REIT III OP, LP, a Delaware limited partnership as Purchaser HOTEL Hampton Inn — Eagan, MinnesotaHotel Purchase and Sale Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Minnesota
BDS Laundry Management Company Guest Laundry 2/22/2013 2/21/2025 Lessee receives $1.15 per machine per day. Such minimum compensation shall increase by 3 percent per year. After retaining its daily minimum, Lessee to pay Lessor 61% of the laundry receipts. Monthly Lease auto-renews for 6 year terms.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
This Asset Purchase Agreement (the “Agreement”) which is made as of October 5, 2018 among GNP Group of Pineville, LLC, a North Carolina limited liability company, with an address of 6428-2 B Bannington Drive, Charlotte, North Carolina 28226 (“Seller”), and Lodging Fund Real Estate Investment Trust III, a Delaware limited partnership real estate investment trust with an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103 (“Buyer”). This Agreement shall become effective (the “Effective Date”) upon delivery to and receipt of Buyer, of Seller’s signed acceptance and is made with reference to the following:
LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LP April 11, 2018Limited Partnership Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Delaware
This Limited Partnership Agreement (this “Agreement”) is entered into effective as of April 11, 2018, by and among Lodging Fund REIT III, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 1.
ASSIGNMENT AND ASSUMPTION OF NINTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
THIS ASSIGNMENT AND ASSUMPTION OF AND NINTH AMENDMENT TO ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this day of March, 2019 (“Agreement Date”), by and among GNP GROUP OF PINEVILLE, LLC, a North Carolina limited liability company (“Seller”), LODGING FUND REIT III, Inc., a Maryland corporation a/k/a Lodging Fund Real Estate Investment Trust III (“Assignor”), and LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Assignee”).
REINSTATEMENT OF AND FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
THIS REINSTATEMENT OF AND FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 10th day of December, 2018 (“Amendment Date”), by and between GNP GROUP OF PINEVILLE, LLC, a North Carolina limited liability company (“Seller”), and LODGING FUND REAL ESTATE INVESTMENT TRUST III, LLC, a Delaware limited partnership real estate investment trust (“Buyer”).
FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
THIS FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 14th day of December, 2018 (“Amendment Date”), by and between GNP GROUP OF PINEVILLE, LLC, a North Carolina limited liability company (“Seller”), and LODGING FUND REAL ESTATE INVESTMENT TRUST III, LLC, a Delaware limited partnership real estate investment trust (“Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Iowa
This Asset Purchase Agreement (the “Agreement”) which is made as of October 11, 2018, among Gothic River Lodging LLC, an Iowa limited liability company, with an address of 2706 James Street, Coralville, Iowa 52241 (“Seller”), and Lodging Opportunity Fund Real Estate Investment Trust, a North Dakota real estate investment trust with an address of 1635 43rd Street South, Suite 305, Fargo, North Dakota 58103 (“Buyer”). This Agreement shall become effective (the “Effective Date”) upon execution and delivery of the Agreement by and to Buyer and Seller:
SECURITY AGREEMENTSecurity Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • New York
This SECURITY AGREEMENT (the “Agreement”) is made as of July 11, 2019, by LF3 PRATTVILLE, LLC, a Delaware limited liability company and LF3 PRATTVILLE TRS, LLC, a Delaware limited liability company (individually and/or collectively, as the context may require, “Debtor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), as the secured party. References in this Agreement to “Debtor” are to each Debtor signing this Agreement.
FIRST AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENTHotel Purchase and Sale Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
THIS FIRST AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 1, 2019 (the “Effective Date”), by and between LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Purchaser”), and EAGAN LODGING INVESTORS II, LLC, a Wisconsin limited liability company (“Seller”).
SECURITY AGREEMENTSecurity Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Dakota
This Security Agreement (Agreement) is effective as of August 22, 2018 between Lodging Fund REIT III OP, LP a Delaware limited partnership, of 1635 – 43rd Street South, Suite 205, Fargo, North Dakota 58103 (Debtor), Midwest Bank - Detroit Lakes Branch, 613 Highway 10 East, P.O. Box 703, Detroit Lakes, Minnesota 56501 (Secured Party).
ASSIGNMENT OF AGREEMENT FOR SALE AND PURCHASEAssignment of Agreement for Sale and Purchase • August 8th, 2019 • Lodging Fund REIT III, Inc.
This Assignment of Agreement for Sale and Purchase (the “Assignment”) is entered into on or as of November 28, 2018. The parties to this Assignment are Lodging Opportunity Fund Real Estate Investment Trust, a North Dakota real estate investment trust (the “Assignor”), LF3 Cedar Rapids, LLC a Delaware limited liability company, and LF3 Cedar Rapids TRS, LLC, a Delaware limited liability company (collectively, the “Assignee”); all entities have an address of 1635 43rd Street South, Suite 305, Fargo, North Dakota 58103.
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Delaware
This Amended and Restated Advisory Agreement (this “Agreement”) is made effective as of June 1, 2018 (the “Effective Date”) by and among Lodging Fund REIT III, Inc., a Maryland corporation (the “General Partner”), Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner and their subsidiaries referred to collectively as the “Company”), and Legendary Capital REIT III, LLC, a Delaware limited liability company (the “Advisor”).
TERM LOAN NOTETerm Loan Note • August 8th, 2019 • Lodging Fund REIT III, Inc.
FOR VALUE RECEIVED, LF3 PRATTVILLE, LLC, a Delaware limited liability company and LF3 PRATTVILLE TRS, LLC, a Delaware limited liability company (individually and collectively, “Borrower”), promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION, and its successors and assigns (“Lender”), at 1808 Aston Avenue, Suite 250, Carlsbad, California 92008 (or such other place as may be designated by Lender), the principal sum stated above as the Note Amount, with interest thereon, on the dates and at the rates and upon the terms and conditions specified below. This Term Loan Note (this “Note”) is the Note referred to in the Loan Agreement, dated the same date as this Note, between Borrower and Lender (as it may be amended, restated, supplemented, extended or renewed from time to time, the “Loan Agreement”) and is being executed and delivered pursuant thereto (the loan made pursuant to this Note and the Loan Agreement being referred to in this Note as the “Loan”). Capitalized term
FIRST AMENDMENT TO SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
THIS FIRST AMENDMENT TO SALE AND PURCHASE AGREEMENT (this “Amendment”), is entered into effective as of June 28, 2019 by and between PHG PRATTVILLE, LLC, a Georgia limited liability company (“Seller”), and LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Purchaser”). As used herein, “Party” or the “Parties” means, individually and collectively, as the context so require, the Seller and the Purchaser.
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
This Third Amendment to Asset Purchase Agreement (Amendment) together with the First Amendment and Second Amendment to the Asset Purchase Agreement, is made as of November 30, 2018, between GNP Group of Pineville, LLC a North Carolina limited liability company (Seller) with an address of 6428-2 B Bannington Drive, Charlotte, North Carolina 28226 and Lodging Fund Real Estate Investment Trust III, a Delaware limited partnership with an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103 (Buyer), is made with reference to the following:
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
This Second Amendment to Asset Purchase Agreement (Amendment) together with the Frist Amendment, which is made as of November 26, 2018, between GNP Group of Pineville, LLC a North Carolina limited liability company (Seller) with an address of 6428-2 B Bannington Drive, Charlotte, North Carolina 28226 and Lodging Fund Real Estate Investment Trust III, a Delaware limited partnership with an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103 (Buyer), is made with reference to the following:
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING SERVES AS A FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO SECTION 7-9A-502, CODE OF ALABAMA, 1975, AS AMENDED. MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF...Mortgage, Security Agreement, Assignment of Leases and Rents • August 8th, 2019 • Lodging Fund REIT III, Inc. • New York
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT, AND FIXTURE FILING (the “Mortgage”) is made as of July 11, 2019 by LF3 PRATTVILLE, LLC, a Delaware limited liability company (“Mortgagor”) whose mailing address is 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103, Attn: Corey R. Maple, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), whose mailing address is 1808 Aston Avenue, Suite 250, Carlsbad, California 92008, Attn: Loan Administration, as mortgagee and secured party.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is dated as of July 11, 2019, and is made by LF3 PRATTVILLE, LLC, a Delaware limited liability company and LF3 PRATTVILLE TRS, LLC, a Delaware limited liability company (individually and collectively, “Borrower”); and COREY R. MAPLE, an individual (“Guarantor”) (Borrower and Guarantor are individually and collectively referred to herein as the “Indemnitor”) for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Iowa
This First Amendment to Asset Purchase Agreement (Amendment) which is made as of November 13, 2018, among Gothic River Lodging LLC, an Iowa limited liability company, with an address of 2706 James Street, Coralville, Iowa 52241 (“Seller”), and Lodging Opportunity Fund Real Estate Investment Trust, a North Dakota real estate investment trust with an address of 1635 43rd Street South, Suite 305, Fargo, North Dakota 58103 (“Buyer”), is made with reference to the following:
SALE AND PURCHASE AGREEMENT (Home2 Suites by Hilton Prattville, 2505 Legends Dr., Prattville, Alabama)Sale and Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Alabama
This SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of May, 2019 (the “Effective Date”), by and between, PHG PRATTVILLE, LLC, a Georgia limited liability company (“Seller”), and Lodging Fund REIT III OP, LP a Delaware limited partnership (“Buyer”).
AGREEMENT REGARDING REQUIRED INSURANCEAgreement Regarding Required Insurance • August 8th, 2019 • Lodging Fund REIT III, Inc. • New York
THIS AGREEMENT REGARDING REQUIRED INSURANCE (this “Agreement”) is made as of July [11], 2019, by and between LF3 PRATTVILLE, LLC, a Delaware limited liability company and LF3 PRATTVILLE TRS, LLC, a Delaware limited liability company (collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
ASSIGNMENT OF ASSET PURCHASE AGREEMENTAssignment of Asset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
This Assignment of Asset Purchase Agreement (the “Assignment”) is entered into on or as of March 19, 2019. The parties to this Assignment are LODGING FUND REIT III OP, LP, a Delaware limited partnership (the “Assignor”), LF3 Pineville, LLC a Delaware limited liability company, and LF3 Pineville TRS, LLC, a Delaware limited liability company (collectively, the “Assignee”); all entities have an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103.
LOAN AGREEMENT between TCF NATIONAL BANK, a national banking association, as Lender and LODGING FUND REIT III OP, LP, a Delaware limited partnership, and the HOTEL BORROWERS from time to time party hereto as Borrowers and LODGING FUND REIT III, INC.,...Loan Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Colorado
THIS LOAN AGREEMENT (the “Agreement”) is executed as of November 15, 2018, among TCF NATIONAL BANK, a national banking association (“Lender”), and LODGING FUND REIT III OP, LP, a Delaware limited partnership (the “Partnership”), each Hotel Borrower party hereto from time to time (the Partnership and each Hotel Borrower are also referred to herein as “Borrower” or “Borrowers”), and LODGING FUND REIT III, INC., a Maryland corporation (the “REIT”) and LODGING FUND REIT III TRS, INC., a Delaware corporation (“REIT TRS”), as Guarantors.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
This First Amendment to Asset Purchase Agreement (Amendment) which is made as of November 7, 2018, between GNP Group of Pineville, LLC a North Carolina limited liability company (Seller) with an address of 6428-2 B Bannington Drive, Charlotte, North Carolina 28226 and Lodging Fund Real Estate Investment Trust III, a Delaware limited partnership with an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103 (Buyer), is made with reference to the following:
SECOND AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENTHotel Purchase and Sale Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
THIS SECOND AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of June 3, 2019 (the “Effective Date”), by and between LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Purchaser”), and EAGAN LODGING INVESTORS II, LLC, a Wisconsin limited liability company (“Seller”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • Iowa
This Second Amendment to Asset Purchase Agreement (“Amendment”) which is effective as of November 20, 2018, between Gothic River Lodging LLC, an Iowa limited liability company, with an address of 2706 James Street, Coralville, Iowa 52241 (“Seller”), and Lodging Opportunity Fund Real Estate Investment Trust, a North Dakota real estate investment trust with an address of 1635 43rd Street South, Suite 305, Fargo, North Dakota 58103 (“Buyer”), is made with reference to the following:
EIGHTH AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc. • North Carolina
THIS EIGHTH AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 28th day of December, 2018 (“Amendment Date”), by and between GNP GROUP OF PINEVILLE, LLC, a North Carolina limited liability company (“Seller”), and LODGING FUND REAL ESTATE INVESTMENT TRUST III, LLC, a Delaware limited partnership real estate investment trust (“Buyer”).
SUBORDINATION AGREEMENTSubordination Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
THIS SUBORDINATION AGREEMENT (this “Agreement”), executed on July 11, 2019 but to be effective as of July 11, 2019, by LF3 Prattville TRS, LLC, a Delaware limited liability company (“Lessee”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”).
ASSIGNMENT OF HOTEL PURCHASE AND SALE AGREEMENTAssignment of Hotel Purchase and Sale Agreement • August 8th, 2019 • Lodging Fund REIT III, Inc.
This Assignment of Hotel Purchase and Sale Agreement (the “Assignment”) is entered into on or as of June 19, 2019. The parties to this Assignment are Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Assignor”), LF3 Eagan, LLC a Delaware limited liability company, and LF3 Eagan TRS, LLC, a Delaware limited liability company (collectively, the “Assignee”); all entities have an address of 1635 43rd Street South, Suite 305, Fargo, North Dakota 58103.
