0001387131-14-003559 Sample Contracts

HOTEL MANAGEMENT AGREEMENT Courtyard – Lyndhurst, New Jersey between MOODY NATIONAL CY LYNDHURST MT, LLC and MOODY NATIONAL HOSPITALITY MANAGEMENT, LLC EFFECTIVE DATE: ______________, 2014
Hotel Management Agreement • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • Texas

This Hotel Management Agreement (“Agreement”) is made as of September 30, 2014 by and between MOODY NATIONAL CY LYNDHURST 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”).

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AMENDED AND RESTATED MASTER LEASE AGREEMENT
Master Lease Agreement • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (hereinafter called “Lease”), effective as of the 30th day of September, 2014, by and between Moody National 1 Polito Lyndhurst Holding, LLC, a Delaware limited liability company (hereinafter called “Lessor”), and Moody National CY Lyndhurst MT, LLC, a Delaware limited liability company (hereinafter called “Lessee”), provides as follows:

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GUARANTY
Moody National REIT I, Inc. • October 29th, 2014 • Real estate investment trusts

This GUARANTY (“Guaranty”) is executed as of September 30, 2014, by Moody National REIT I, Inc., a Maryland corporation (“Guarantor”), for the benefit of German American Capital Corporation, a Maryland corporation, its successors or assigns (“Lender”).

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SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Security Agreement and Fixture Filing • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is dated as of September 30, 2014, by and German American Capital Corporation, a Maryland corporation(“Noteholder”), and Moody National 1 Polito Lyndhurst Holding, LLC, a Delaware limited liability company (“Assumptor”).

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MN LYNDHURST VENTURE, LLCLIMITED LIABILITY COMPANY OPERATING AGREEMENTWESTY250376645.2378976-000001
Operating Agreement • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • Delaware
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AGREEMENT FOR SALE AND PURCHASE OF HOTEL By and between WS ARBORETUM JV, LLC, a Delaware limited liability company and MOODY NATIONAL REIT I, INC., a Maryland corporation
Agreement for Sale and Purchase Of • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • Texas

THIS AGREEMENT FOR SALE AND PURCHASE OF HOTEL (this “Agreement”) is made as of September 8, 2014 (the “Effective Date”) by and between WS ARBORETUM JV, LLC, a Delaware limited liability company (“Seller”), and MOODY NATIONAL REIT I, INC., a Maryland corporation (“Purchaser”).

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ASSUMPTION AND LOAN MODIFICATION AGREEMENT
Release • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • New Jersey

This Assumption and Loan Modification Agreement (this “Agreement”) is made this 30th day of September, 2014, by and among German American Capital Corporation, a Maryland corporation (“Noteholder”), Moody National 1 Polito Lyndhurst Holding, LLC, a Delaware limited liability company (“Assumptor”), and Moody National REIT I, Inc., a Maryland corporation (“New Guarantor”).

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ASSUMPTION OF ENVIRONMENTAL INDEMNITY
Moody National REIT I, Inc. • October 29th, 2014 • Real estate investment trusts

THIS ASSUMPTION OF ENVIRONMENTAL INDEMNITY (this “Assumption”) is dated as of September 30, 2014 by and between Moody National 1 Polito Lyndhurst Holding, LLC, a Delaware limited liability company, Moody National REIT I, Inc., a Maryland corporation (collectively, “Assumptor”), and German American Capital Corporation, a Maryland corporation (“Noteholder”).

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Courtyard by Marriott Lyndhurst, NJ Unit #: 65-18L AMENDMENT TO COURTYARD BY MARRIOTT RELICENSING FRANCHISE AGREEMENT THIS AMENDMENT TO COURTYARD BY MARRIOTT RELICENSING FRANCHISE AGREEMENT (this “Amendment”) is made and entered into as of September...
Relicensing Franchise Agreement • October 29th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Owner Agreement, under seal, as of the date first above written.FRANCHISOR: ATTEST:MARRIOTT INTERNATIONAL, INC. By: (SEAL) Assistant Secretary Name: Title: FRANCHISEE: ATTEST: MOODY NATIONAL CY LYNDHURST MT, LLC a Delaware limited liability company By: (SEAL) (Assistant) Secretary Name: Brett C. Moody Title: President OWNER: ATTEST: MOODY NATIONAL 1 POLITO LYNDHURST HOLDING, LLC a Delaware limited liability company (Assistant) Secretary By: _____________ (SEAL) Name: Brett C. Moody Title: President 789864v4 - Lyndhurst, NJ 61434v3 - Form Amendment to Franchise Agreement(9/18/2014) 17

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