0001387131-13-002596 Sample Contracts

HOTEL LEASE AGREEMENT EFFECTIVE JULY 2, 2013 BETWEEN Moody National HP N-Charles Holding, LLC, a Delaware limited liability company AS LESSOR AND Moody National HP N-Charles MT, LLC, a Delaware limited liability company AS LESSEE
Hotel Lease Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts

THIS HOTEL LEASE AGREEMENT (hereinafter called “Lease”), effective as of the 2d day of July, 2013, by and between Moody National HP N-Charles Holding, LLC, a Delaware limited liability company (hereinafter called “Lessor”), and Moody National HP N-Charles MT, LLC, a Delaware limited liability company (hereinafter called “Lessee”), provides as follows:

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GUARANTY AGREEMENT
Guaranty Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of July 2, 2013, by BRETT C. MOODY, having an address c/o Moody National REIT, 6363 Woodway, Suite 110, Houston, Texas 77057 (whether one or more collectively referred to as “Guarantor”), for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

HOTEL MANAGEMENT AGREEMENT Hyatt Place – North Charleston, South Carolina between MOODY NATIONAL HP N-CHARLES MT, LLC and MOODY NATIONAL HOSPITALITY MANAGEMENT, LLC EFFECTIVE DATE: JULY 2, 2013
Hotel Management Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts • Texas

This Hotel Management Agreement (“Agreement”) is made July 2, 2013 by and between MOODY NATIONAL HP N-CHARLES MT, LLC, a Delaware limited liability company, whose principal place of business is 6363 Woodway, Suite 110, Houston, Texas 77057 (“Owner”), and MOODY NATIONAL HOSPITALITY MANAGEMENT, LLC, a Texas limited liability company, whose principal place of business is 6363 Woodway, Suite 110, Houston, Texas 77057 (“Manager”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts • New York

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 2nd day of July, 2013, by MOODY NATIONAL HP N-CHARLES HOLDING, LLC, a Delaware limited liability company, having an address at 6363 Woodway, Suite 110, Houston, Texas 77057 (“Borrower”) and MOODY NATIONAL REIT I, INC., a Maryland corporation, having an address at 6363 Woodway, Suite 110, Houston, Texas 77057 (“REIT”; Borrower and REIT hereinafter referred to, individually and collectively, as the context may require, as “Indemnitor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Indemnitee”) and the other Indemnified Parties (as defined in the Loan Agreement (defined below)).

HYATT PLACE HOTEL FRANCHISE AGREEMENT between MOODY NATIONAL HP N-CHARLES MT, LLC. and HYATT PLACE FRANCHISING, L.L.C.
Franchise Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts • Illinois

otherwise approves the transfer in accordance with, and Franchisee (and its Owners) and the transferee comply with the conditions in, Article XII of this Agreement This means that, even if Hyatt does not exercise Hyatt's right of first offer, if the proposed transfer otherwise would not be allowed under Article XII, Franchisee (or its Owners) may not move forward with the transfer at all.

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Security Agreement and Fixture • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of July 2, 2013, by MOODY NATIONAL HP N-CHARLES HOLDING, LLC, a Delaware limited liability company, having its principal place of business at 6363 Woodway, Suite 110, Houston, Texas 77057, as mortgagor (“Borrower”) to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179, as mortgagee (together with its successors and assigns, “Lender”).

LOAN AGREEMENT Dated as of July 2, 2013 Between MOODY NATIONAL HP N-CHARLES HOLDING, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT OF PURCHASE AND SALE
Assignment and Assumption Agreement of Purchase and Sale • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts • South Carolina

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE (this “Assignment”), is made and entered into as of the ___ day of July, 2013, by and between MOODY NATIONAL REIT I, INC., a Maryland corporation (“Assignor”), MOODY NATIONAL HP N-CHARLES HOLDING, LLC, a Delaware limited liability company (“Fee Owner”) and MOODY NATIONAL HP N-CHARLES MT, LLC, a Delaware limited liability company (“Master Tenant”, Fee Owner and Master Tenant are collectively referred to herein as “Assignee”).

MASTER LEASE SUBORDINATION AND ATTORNMENT AGREEMENT
Master Lease Subordination and Attornment Agreement • July 24th, 2013 • Moody National REIT I, Inc. • Real estate investment trusts

THIS MASTER LEASE SUBORDINATION AND ATTORNMENT AGREEMENT (“Agreement”) is entered into as of July 2, 2013 (the “Effective Date”) by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and MOODY NATIONAL HP N-CHARLES MT, LLC, a Delaware limited liability company, having an address at 6363 Woodway, Suite 110, Houston, Texas 77057 (the “Master Tenant”), with reference to the following facts:

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