BETWEEN THE BORROWERS LISTED ON SCHEDULE 1 HERETO AS BORROWERS AND MERRILL LYNCH MORTGAGE LENDING, INC. AS LENDERLoan and Security Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
EXHIBIT 10.3.7 ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS This ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS, dated as of June 25, 2004 (this "ASSIGNMENT"), made by the undersigned, each having an address at c/o Lodgian,...Lodgian Inc • August 16th, 2004 • Hotels & motels
ARTICLE I DEFINITIONSRegistration Rights Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • Delaware
BETWEEN THE BORROWERS LISTED ON SCHEDULE 1 HERETO AS BORROWERS AND MERRILL LYNCH MORTGAGE LENDING, INC. AS LENDERLoan and Security Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
LODGIAN, INC. (a Delaware corporation) 18,285,714 Shares of Common Stock (Par Value $.01 Per Share) PURCHASE AGREEMENTPurchase Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
MERRILL LYNCH MORTGAGE LENDING, INC.Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
EXHIBIT 10.4.7 ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS This ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS, dated as of June 25, 2004 (this "ASSIGNMENT"), made by the undersigned, each having an address at c/o Lodgian,...Lodgian Inc • August 16th, 2004 • Hotels & motels
EXHIBIT 10.5.10 ENVIRONMENTAL INDEMNITY This ENVIRONMENTAL INDEMNITY, made as of June 25, 2004 (this "AGREEMENT"), by the Borrowers named on the signature pages hereto, each having an address at c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
COOPERATION AGREEMENTCooperation Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
MERRILL LYNCH MORTGAGE LENDING, INC.Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
EXHIBIT 10.1.11 ENVIRONMENTAL INDEMNITY This ENVIRONMENTAL INDEMNITY, made as of June 25, 2004 (this "AGREEMENT"), by the Borrowers named on the signature pages hereto, each having an address at c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
EXHIBIT 10.2.9 ENVIRONMENTAL INDEMNITY This ENVIRONMENTAL INDEMNITY, made as of June 25, 2004 (this "AGREEMENT"), by the Borrowers named on the signature pages hereto, each having an address at c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
EXHIBIT 10.2.5 CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT This CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT, dated as of June 25, 2004 (this "AGREEMENT"), made by LODGIAN MANAGEMENT CORP., a Delaware corporation, having an address at...Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels
EXHIBIT 10.1.7 ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS This ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS, dated as of June 25, 2004 (this "ASSIGNMENT"), made by the undersigned, each having an address at c/o Lodgian,...Lodgian Inc • August 16th, 2004 • Hotels & motels
EXHIBIT 10.5.5 CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT This CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT, dated as of June 25, 2004 (this "AGREEMENT"), made by LODGIAN MANAGEMENT CORP., a Delaware corporation, having an address at...Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels
among THE BORROWERS LISTED ON THE SIGNATURE PAGES HERETO, as Borrowers, MERRILL LYNCH MORTGAGE LENDING, INC. as Lender, WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and LODGIAN MANAGEMENT CORP., a Delaware corporation, as ManagerCash Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
EXHIBIT 10.1.6 CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT This CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT, dated as of June 25, 2004 (this "AGREEMENT"), made by LODGIAN MANAGEMENT CORP., a Delaware corporation, having an address at...Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels
EXHIBIT 10.5.3 GUARANTY OF RECOURSE OBLIGATIONS This GUARANTY OF RECOURSE OBLIGATIONS (this "GUARANTY"), dated as of June 25, 2004, made by LODGIAN, INC., a Delaware corporation ("GUARANTOR"), having an address at 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
EXHIBIT 10.4.3 GUARANTY OF RECOURSE OBLIGATIONS This GUARANTY OF RECOURSE OBLIGATIONS (this "GUARANTY"), dated as of June 25, 2004, made by LODGIAN, INC., a Delaware corporation ("GUARANTOR"), having an address at 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
EXHIBIT 10.1.9 COLLATERAL ASSIGNMENT OF INTEREST RATE PROTECTION AGREEMENT This COLLATERAL ASSIGNMENT OF INTEREST RATE PROTECTION AGREEMENT, dated as of June 25, 2004 (this "ASSIGNMENT"), made by the undersigned, each having an address at c/o Lodgian,...Protection Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels
EXHIBIT 10.3.6 CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT This CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT, dated as of June 25, 2004 (this "AGREEMENT"), made by LODGIAN MANAGEMENT CORP., a Delaware corporation, having an address at...Management Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels
EXHIBIT 10.2.3 GUARANTY OF RECOURSE OBLIGATIONS This GUARANTY OF RECOURSE OBLIGATIONS (this "GUARANTY"), dated as of June 25, 2004, made by LODGIAN, INC., a Delaware corporation ("GUARANTOR"), having an address at 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
CROSS-GUARANTYCross-Guaranty • August 16th, 2004 • Lodgian Inc • Hotels & motels
EXHIBIT 10.3.3 GUARANTY OF RECOURSE OBLIGATIONS This GUARANTY OF RECOURSE OBLIGATIONS (this "GUARANTY"), dated as of June 25, 2004, made by LODGIAN, INC., a Delaware corporation ("GUARANTOR"), having an address at 3445 Peachtree Road, NE, Suite 700,...Lodgian Inc • August 16th, 2004 • Hotels & motels • New York
RECITALSPreferred Share Exchange Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
MERRILL LYNCH MORTGAGE LENDING, INC. (Beneficiary)And Security Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels • New York
GENERAL FORM OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT BY [PROPERTY OWNER NAME] (MORTGAGOR)Leases and Rents and Security Agreement • August 16th, 2004 • Lodgian Inc • Hotels & motels
