LOAN AGREEMENT Dated as of October 4, 2016 Between TREEMONT CAPITAL PARTNERS III, LP, as Borrower and STARWOOD MORTGAGE CAPITAL LLC, as LenderLoan Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
LOAN AGREEMENTLoan Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • 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 February 21, 2020, between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and LF3 SOUTHAVEN, LLC, a Delaware limited liability company (“Landlord Borrower”) and LF3 SOUTHAVEN TRS, LLC, a Delaware limited liability company (“Tenant Borrower”, and together with Landlord Borrower, individually and/or collectively, as the context may require, “Borrower”).
ContractLodging Fund REIT III, Inc. • March 25th, 2020 • Real estate investment trusts • New York
Prepared by and Return to: Morris, Manning & Martin, LLP Attn: Frederick C. C. Boyd, III, Esq. 1600 Atlanta Financial Center 3343 Peachtree Road, N.E. Atlanta, GA 30326 (405) 504 - 7775 Reviewed for Mississippi Recording Purposes by: Evans Petree PC Harley Steffens, Esq. 1000 Ridgeway Loop Rd, Ste. 200 Telephone 901-525-6781 MS Bar No. 102517
GUARANTYGuaranty • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • New York
This GUARANTY (the “Guaranty”) is made as of February 21, 2020, by COREY R. MAPLE (“Guarantor”), to and for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
ContractAssignment of Management Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (this “Assignment”) is made as of December 30, 2019, by LF3 LUBBOCK CASA TRS, LLC, a Delaware limited liability company, having its principal place of business at 1635 43rd Street South, Suite 205, Fargo, ND 58103 (“Operating Lessee”) to WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-JP4, having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, Three Wells Fargo, 401 S. Tryon Street, 8th Floor, MAC D1050-084, Charlotte, North Carolina 28202, Re: JPMCC 2016-JP4 (together with its successors and assigns, “Lender”), and is consented and agreed to by NHS LLC, a North Dakota limited liability company, d/b/a National Hospitality Services, having its principal place of business at 1635 43rd Street South, Suite 205, Fargo, ND
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Mississippi
This First Amendment to Purchase Agreement (“Amendment”), is effective as of January 3, 2020 between CVH AIRWAYS, LLC, a Mississippi limited liability company, with an address of 6750 Poplar Avenue, Suite 107, Memphis, Tennessee 38138 (the “Seller”), and Lodging Fund REIT III OP, LP a Delaware limited partnership with an address of 1635 43rd South Street, Suite 205, Fargo, North Dakota 58103 (the “Buyer”), is made with reference to the following:
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (thisAgreement of Purchase and Sale • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
WHEREAS, Buyer and Seller entered into that certain Agreement of Purchase and Sale dated November 22, 2019, as amended by that certain First Amendment to Agreement of Purchase and Sale dated January 13, 2020 (together, the "Agreement") for the purchase and sale of three (3) hotels, namely the Hampton Inn York South hotel in York, PA ("HIS York South Hotel"), the Home2 Suites York hotel in York, PA ("H2S York Hotel") and the Fairfield Inn & Suites Hershey Chocolate Avenue hotel in Hershey, PA ("FIS Hershey Hotel", together with HIS York South Hotel and H2S York Hotel herein referred to collectively and individually, as the context so requires, the "Property");
TREEMONT CAPITAL PARTNERS III, LP, a Texas limited partnership, as grantor (Borrower) to NICHOLAS M. PYKA, an individual, as trustee (Trustee) For the benefit of STARWOOD MORTGAGE CAPITAL LLC, as beneficiary (Lender) DEED OF TRUST, ASSIGNMENT OF...Security Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this "Deed of Trust") is made as of this 4th day of October, 2016, by TREEMONT CAPITAL PARTNERS III, LP, a Texas limited partnership, having its principal place of business at 1415 South Voss #110-94, Houston, Texas 77057, as grantor ("Borrower"), to NICHOLAS M. PYKA, an individual, having an address at 401 Congress Avenue, Suite 2100, Austin, Texas 78701, as trustee ("Trustee"), for the benefit of STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, as beneficiary (together with its successors and assigns, "Lender").
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
WHEREAS, Buyer and Seller entered into that certain Agreement of Purchase and Sale dated November 22, 2019, as amended by the First Amendment dated January 13, 2020 and as amended by the Second Amendment dated January 31, 2020 to Agreement of Purchase and Sale (collectively, the “Agreement”) for the purchase and sale of three (3) hotels, namely the Hampton Inn York South hotel in York, PA (“HIS York South Hotel”), the Home2 Suites York hotel in York, PA (“H2S York Hotel”) and the Fairfield Inn & Suites Hershey Chocolate Avenue hotel in Hershey, PA (“FIS Hershey Hotel”, together with HIS York South Hotel and H2S York Hotel herein referred to collectively and individually, as the context so requires, the “Property”);
a Texas limited partnership, as grantor (Borrower) to NICHOLAS M. PYKA, an individual, as trustee (Trustee) For the benefit of STARWOOD MORTGAGE CAPITAL LLC, as beneficiary (Lender) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENTRents and Security Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
SECURITY AGREEMENT (this "Deed of Trust") is made as of this 4th day of October, 2016, by TREEMONT CAPITAL PARTNERS III, LP, a Texas limited partnership, having its principal place of business at 1415 South Voss #110-94, Houston, Texas 77057, as grantor ("Borrower"), to NICHOLAS M. PYKA, an individual, having an address at 401 Congress Avenue, Suite 2100, Austin, Texas 78701, as trustee ("Trustee"), for the benefit of STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, as beneficiary (together with its successors and assigns, "Lender").
GUARANTY OF RECOURSE OBLIGATIONSLodging Fund REIT III, Inc. • March 25th, 2020 • Real estate investment trusts
This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of October 4, 2016 by PHILIP A. MCCRAE, an individual, having an address at 11003 Hedwig Green, Houston, Texas 77057 ("Guarantor" and "Guarantors"), for the benefit of STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139 (together with its successors and assigns, "Lender").
CONSENT, AMENDMENT AND ASSUMPTION AGREEMENTAnd Assumption Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This Consent, Amendment and Assumption Agreement (this “Agreement”) is made as of January ___, 2020, by and among TREEMONT CAPITAL PARTNERS IV, LP, a Texas limited partnership (“Seller”), LF3 LUBBOCK EXPO, LLC, a Delaware limited liability company (“Fee Owner”) and LF3 LUBBOCK EXPO TRS, LLC, a Delaware limited liability company (“Operating Lessee”; together with Fee Owner, individually and collectively, jointly and severally, “Buyer”), PHILIP A. MCRAE, individually (“Original Guarantor”), LODGING FUND REIT III, INC., a Maryland corporation, and LODGING FUND REIT III OP, LP, a Delaware limited partnership (individually and collectively, “Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass-Through Certificates, Series 2019-H6, acting by and through its Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association (collectively referred to herein as “Lender”), with reference to the
TERM LOAN NOTETerm Loan Note • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, LF3 SOUTHAVEN, LLC, a Delaware limited liability company and LF3 SOUTHAVEN 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 terms
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Mississippi
This Asset Purchase Agreement (the “Agreement”) is effective as of November 5, 2019 between CVH AIRWAYS, LLC, a Mississippi limited liability company, with an address of 6750 Poplar Avenue, Suite 107, Memphis, Tennessee 38138 (the “Seller”), and Lodging Fund REIT III OP, LP, a Delaware limited partnership with an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103 (the “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:
TREEMONT CAPITAL PARTNERS IV, LP, as assignor (Borrower) to STARWOOD MORTGAGE CAPITAL LLC, as assignee (Lender) ASSIGNMENT OF LEASES AND RENTS Dated: As of April 4, 2019 Location: 6435 50th Street Lubbock, TexasAssignment of Leases And • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made as of the 4th day of April, 2019 by TREEMONT CAPITAL PARTNERS IV, LP, a Texas limited partnership, having its principal place of business at 1415 South Voss #110-94, Houston, Texas 77057, as assignor ("Borrower"), to STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as assignee, having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139 (together with its successors and assigns, "Lender").
JOINDER BY AND AGREEMENT OF NEW INDEMNITORJoinder by and Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Delaware
LODGING FUND REIT III, INC., a Maryland corporation ("REIT"), and LODGING FUND REIT III OP, LP, a Delaware limited partnership ("Fee Borrower Member", together with REIT, collectively, "New Indemnitor"), the New Indemnitor referred to in the Agreement to which this New Indemnitor Joinder is attached, intending to be legally bound and assume the obligations under the Guaranty and the Environmental Indemnity pursuant to the provisions of this New Indemnitor Joinder, jointly and severally represents and warrants to and acknowledges and agrees with Lender the following:
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Mississippi
This Second Amendment to Purchase Agreement (“Amendment”), is effective as of January 31, 2020 between CVH AIRWAYS, LLC, a Mississippi limited liability company, with an address of 6750 Poplar Avenue, Suite 107, Memphis, Tennessee 38138 (the “Seller”), and Lodging Fund REIT III OP, LP a Delaware limited partnership with an address of 1635 43rd South Street, Suite 205, Fargo, North Dakota 58103 (the “Buyer”), is made with reference to the following:
ASSIGNMENT OF ASSET PURCHASE AGREEMENTAssignment of Asset Purchase Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This Assignment of Agreement of Purchase and Sale (the “Assignment”) is entered into on or as of December 5, 2019. The parties to this Assignment are Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Assignor”), LF3 Lubbock Expo, LLC a Delaware limited liability company, and LF3 Lubbock Expo 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.
SECURITY AGREEMENTSecurity Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • New York
This SECURITY AGREEMENT (the “Agreement”) is made as of February 21, 2020, by LF3 SOUTHAVEN, LLC, a Delaware limited liability company and LF3 SOUTHAVEN 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.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
made as of January 8, 2020, by LF3 LUBBOCK EXPO, LLC, a Delaware limited liability company, and LF3 LUBBOCK EXPO TRS, LLC, a Delaware limited liability company (each individually and collectively, jointly and severally, "Borrower"), LODGING FUND REIT Ill, INC., a Maryland corporation, and LODGING FUND REIT III OP, LP, a Delaware limited partnership (each individually a "Non-Borrower Indemnitor", and collectively, "Non Borrower Indemnitors"; and together with Borrower, each an "Indemnitor" and collectively, "Indemnitors"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass-Through Certificates, Series 2019-H6, acting by and through its Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association (together with its successors and assigns, "Indemnitee") and the other Indemnified Parties (defined below).
FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (thisAgreement of Purchase and Sale • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Pennsylvania
THIS HOTEL MANAGEMENT AGREEMENT (this "Agreement"), made effective as of [DATE], 2020 (the "Commencement Date"), is entered into between LF3 TRS, LLC, a Delaware limited liability company ("Owner"), and SPRINGWOOD HOSPITALITY, LLC, a [STATE NAME] limited liability company ("Operator").
HOTEL MANAGEMENT AGREEMENTHotel Management Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas
This Hotel Management Agreement (this "Agreement"), dated as of February 21, 2020 is by and between LF3 SOUTHAVEN TRS, LLC, a Delaware limited liability company ("Owner"), and VISTA HOST INC., a Texas corporation ("Manager").
ASSUMPTION AGREEMENT (JPMCC 2016-JP4)Assumption Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas
THIS ASSUMPTION AGREEMENT ("Agreement") is entered into and effective as of December 30, 2019 (the "Effective Date"), between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF JPMCC COMMERCIAL MORTGAGE SECURITIES TRUST 2016-JP4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-JP4 ("Lender"), having an address at 1100 North Market Street, Wilmington, Delaware 19890, Re: JPMCC 2016-JP4; TREEMONT CAPITAL PARTNERS III, LP, a Texas limited partnership ("Original Borrower"), having an address at 1415 South Voss #110-94, Houston, Texas 77057, and LF3 LUBBOCK CASA, LLC, a Delaware limited liability company ("Fee Borrower") and LF3 LUBBOCK CASA TRS, LLC, a Delaware limited liability company ("Operating Lessee" together with Fee Borrower, collectively, "New Borrower"), having an address at 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103. Original Borrower and New Borrower are sometimes collectively referred to as "Borrower Par
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Pennsylvania
This AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the 22nd day of November,_2019 (the "Effective Date") by and among CENTRAL PA EQUITIES 17, LLC, a Pennsylvania limited liability company ("HJS York South eller"), CENTRAL PA EQUITIES 19, LLC, a Pennsylvania limited liability company ("H2S York Seller"), SPRINGWOOD - FHP LP, a Pennsylvania limited partnership ("FIS Hershey Seller" and collectively with HIS York South Seller and H2S York Seller herein referred to collectively and individually, as the context so requires, as "Seller"), and Lodging Fund REIT Ill OP, LP, a Delaware limited partnership (the "Buyer").
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of January 8, 2020 by LODGING FUND REIT III, INC., a Maryland corporation, and LODGING FUND REIT III OP, LP, a Delaware limited partnership (individually "Guarantor" and collectively "Guarantors"), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass-Through Certificates, Series 2019-H6, acting by and through its Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association (collectively referred to herein as "Lender") (together with its successors and assigns, "Lender").
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE This FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "FirstAgreement of Purchase and Sale • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
Amendment") is made as of the 13 day of January, 2020 (the "Amendment Date") by and among CENTRAL PA EQUITIES 17, LLC, a Pennsylvania limited liability company ("HIS York South Seller"), CENTRAL PA EQUITIES 19, LLC, a Pennsylvania limited liability company ("H2S York Seller"), SPRINGWOOD - FHP LP, a Pennsylvania limited partnership ("FIS Hershey Seller", together with HI,S York South Seller and H2S York Seller herein referred to collectively and individually, as the context so requires, as "Seller"), and LODGING FUND REIT III OP, LP, a Delaware limited partnership (the "Buyer").
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 25th, 2020 • Lodging Fund REIT III, Inc. • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is dated as of February 21, 2020, and is made by LF3 SOUTHAVEN, LLC, a Delaware limited liability company and LF3 SOUTHAVEN 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”).
