0001558370-21-003829 Sample Contracts

CONTRIBUTION AGREEMENT by and between Houston-Hotel Partners, LLC and Houston Land Partners, LLC, each a California limited liability company and Lodging Fund REIT III OP, LP a Delaware limited partnership Dated as of February 17, 2021
Contribution Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas

This Contribution Agreement (this “Agreement”) is made and entered into as of February 17, 2021 (the “Effective Date”) by and between Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and Houston-Hotel Partners, LLC, a California limited liability company, and Houston Land Partners, LLC, a California limited liability company (collectively the “Contributor”).

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LIMITED CONSENT AND WAIVER AGREEMENT
Consent and Waiver Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts

Re: Loan Agreement dated as of February 21, 2020 (as amended, modified, extended, restated, replaced or supplemented in writing from time to time, the "Loan Agreement") by and among 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").and Wells Fargo Bank, National Association, (the "Lender").

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FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LP
Limited Partnership Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts

This First Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) of Lodging Fund REIT III OP, LP (the “Partnership”) dated June 15, 2020 is adopted by Lodging Fund REIT III, Inc. (the “General Partner”), as the General Partner and on behalf of the Limited Partners to be effective as of February 4, 2021 (“Effective Date”). Capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.

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LOAN AGREEMENT
Loan Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Georgia

THIS LOAN AGREEMENT ("Agreement") is made and entered into as of this 4th day of February, 2021, by and between ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company ("Lender"), and LF3 AURORA, LLC, a Delaware limited liability company (“LF3”) and LF3 AURORA TRS, LLC, a Delaware limited liability company (“TRS”), whose principal place of business is located at 1635 43rd Street South, Suite 205, Fargo, ND 58103 (LF3 and TRS hereinafter collectively referred to as the “Borrower”).

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CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

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SERVICES AGREEMENT
Services Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • North Dakota

THIS SERVICES AGREEMENT (Agreement) is entered into as of _______________, 202__ (Effective Date), between LF3 ________, LLC, a Delaware limited liability company (Customer), and NHS, LLC, a North Dakota limited liability company, doing business as National Hospitality Services (Service Provider). Customer and Service Provider are collectively referred to as the Parties, and individually as a Party. In consideration of the mutual covenants and agreements in this Agreement, Customer and Service Provider covenant and agree as follows:

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FEE AND LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
Fee and Leasehold Deed of Trust Security Agreement and Fixture Filing • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Georgia

THIS FEE AND LEASEHOLD DEED OF TRUST SECURITY AGREEMENT AND FIXTURE FILING (hereinafter referred to as “Deed”), made to be effective as of the 4th day of February, 2021, by and between LF3 AURORA, LLC, a Delaware limited liability company (“LF3”), having an address at 1635 43rd Street South, Suite 205, Fargo, ND 58103 and LF3 AURORA TRS, LLC, a Delaware limited liability company (“TRS”), having an address at 1635 43rd Street South, Suite 205, Fargo, ND 58102, collectively as mortgagor (LF3 and TRS hereinafter collectively referred to as “Borrower”) in favor of the Public Trustee of Arapahoe County Colorado (“Trustee”) and ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company as beneficiary, having an address at 1 Ravinia Drive, Suite 900, Atlanta, Georgia 30346 (“Beneficiary”).

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GUARANTY AGREEMENT
Guaranty Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, and in order to induce ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company ("Lender"), to extend credit or other financial accommodations to LF3 AURORA, LLC, a Delaware limited liability company and LF3 AURORA TRS, LLC, a Delaware limited liability company (collectively, the "Borrower"), and for other good and valuable consideration, the receipt and adequacy of all of the foregoing as legally sufficient consideration being hereby acknowledged, each of the undersigned (each a "Guarantor") hereby agrees in favor of Lender as follows:

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PLEDGE AGREEMENT
Pledge Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Georgia

THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into, effective as of February 4, 2021, by and between LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Pledgor”), and ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company (“Access Point”).

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PLEDGE AGREEMENT
Pledge Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Georgia

THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into, effective as of February 4, 2021, by and between LODGING FUND REIT III TRS, INC., a Delaware corporation (“Pledgor”), and ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company (“Access Point”).

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May 18, 2020 SIDE LETTER AGREEMENT
Letter Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts

Reference is hereby made to that certain Loan Agreement (the “Original Loan Agreement”) dated as of May 12, 2014 by and between GNP Group of Pineville, LLC and Goldman Sachs Mortgage Company (“Original Lender”) as assumed and modified pursuant to that certain Assumption Agreement dated March 19, 2019, by 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 (“Lender”), the Borrower and the Original Borrower, (the “Assumption Agreement” and with the Original Loan Agreement, the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Loan Agreement. Under a Pooling and Servicing Agreement dated as of June 1, 2015 (the “Servicing Agreement”), Wells Fargo Bank, National Association has been appointed as Master Servicer (in such capacity, “Servicer) for the Loan and has the authority to service a

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AGREEMENT FOR SUBORDINATION OF PAYMENTS TO RELATED PARTIES
Lodging Fund REIT III, Inc. • March 31st, 2021 • Real estate investment trusts • Georgia

("Agreement") is made as of this 4th day of February, 2021, by and among each of the parties identified on Exhibit A hereto (collectively "Related Parties"); ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company ("Lender"), and LF3 AURORA LLC, a Delaware limited liability company and LF3 AURORA TRS, LLC, a Delaware limited liability company (collectively, the “Borrower”).

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ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Georgia

This ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made as of February 4, 2021 by LF3 AURORA, LLC, a Delaware limited liability company and LF3 AURORA TRS, LLC, a Delaware limited liability company (collectively, the "Borrower"), and LODGING FUND REIT III, INC., a Maryland corporation (collectively, the "Guarantor" and Borrower and Guarantor are hereinafter sometimes collectively referred to as "Indemnitor"), each of Borrower and Guarantor, to and for the benefit of ACCESS POINT FINANCIAL, LLC., a Delaware limited liability company, having an address at One Ravinia Drive, Suite 900, Atlanta, Georgia 30346 Attn: Dilip Petigara ("Lender").

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FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “First Amendment”) is effective as of November 30, 2020 (the “Amendment Date”) between Lodging Fund REIT III OP, LP a Delaware limited partnership (the “Operating Partnership”) and LN Hospitality Denver, LLC a Colorado limited liability company (the “Contributor”).

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CONSENT TO PPP LOAN (MSCI 20 l 9-H6 [Midland]/ Fairfield Inn & Suites Lubbock) entered into by and among Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass-Through Certificates,...
Pooling and Servicing Agreement • March 31st, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas

NOW, THEREFORE, in consideration of the representations and mutual agreements made herein, the payment of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Noteholder and Obligors agree as follows:

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PNC MIDLAND ​ LOAN REAL ESTATE SERVICES ​ ​ ​ ​ ​ ​ ​ March 2, 2021 ​ ​ ​ VIA EMAIL ​ ​ ​ LF Lubbock Expo LLC, et al ​ ​ ​ Attn: Chris Johnston ​ ​ ​ 1635 43rd Street S, Suite 205 ​ ​ ​ Fargo, ND 58103 Email Address: kcox@lodqinqfund.com ​ ​ RE:...
Lodging Fund REIT III, Inc. • March 31st, 2021 • Real estate investment trusts

Midland Loan Services, a Division of PNC Bank, National Association ("Midland") as Master Servicer and/or Special Servicer for WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR MORGAN STANLEY CAPITAL I TRUST 2019-H6, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-H6 ("Lender") is in receipt of Borrower's request to temporarily waive all property-related financial and leasing tests (i.e. LTV, DSCR, Debt Yield and occupancy percentage) under the applicable loan documents (the "Loan Documents") for a period from and including, 6/30/2020, through and including 6/30/2021 (the "Transaction"). Midland conditionally grants its consent to the Transaction provided that (i) there exists no uncured Event of Default (as defined in the Loan Documents), (ii) Borrower acknowledges and agrees that except as modified by this letter, all other terms, covenants and conditions of the Loan Documents shall remain unmodified, in full force and effect and ratified by the Borrower, (iii) Borrow

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