0001387131-14-001983 Sample Contracts

LOAN AGREEMENT Dated as of March 31, 2014 Between MOODY NATIONAL 2020-GRAPEVINE HOLDING, LLC, as Borrower and LADDER CAPITAL FINANCE LLC, as Lender
Loan Agreement • May 15th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of March 31, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between LADDER CAPITAL FINANCE LLC, a Delaware limited liability company, having an address at 345 Park Avenue, 8th Floor, New York, New York 10154 (together with its successors and assigns, collectively, “Lender”), MOODY NATIONAL 2020-GRAPEVINE HOLDING, LLC, a Delaware limited liability company, having an address at c/o Moody National REIT I, Inc., 6363 Woodway, Suite 110, Houston, Texas 77057 (together with its permitted successors and assigns, “Borrower”.

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Residence Inn – Grapevine, Texas between MOODY NATIONAL RI GRAPEVINE MT, LLC and MOODY NATIONAL HOSPITALITY MANAGEMENT, LLC EFFECTIVE DATE: March 31, 2014 AMENDED AND RESTATED HOTEL MANAGEMENT AGREEMENT
Hotel Management Agreement • May 15th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • Texas

This Amended and Restated Hotel Management Agreement ("Agreement") is made as of March 31, 2014 by and between MOODY NATIONAL RI GRAPEVINE 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").

AMENDED AND RESTATED MASTER LEASE AGREEMENT
Master Lease Agreement • May 15th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (hereinafter called “Lease”), effective as of the 31st day of March, 2014, by and between Moody National 2020-Grapevine Holding, LLC, a Delaware limited liability company (hereinafter called “Lessor”), and Moody National RI Grapevine MT, LLC, a Delaware limited liability company (hereinafter called “Lessee”), provides as follows:

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • May 15th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the Effective Date, by and among MOODY NATIONAL RI GRAPEVINE S, LLC, a Delaware limited liability company (“Fee Owner”), MOODY NATIONAL RI GRAPEVINE MT, LLC, a Delaware limited liability company (“Moody MT”), MOODY NATIONAL MANAGEMENT, LP, a Texas limited partnership (“Interest Owner”, Fee Owner, Moody MT and Interest Owner collectively referred to herein as “Seller”), and MOODY NATIONAL REIT I, INC., a Maryland corporation (the “Purchaser”).

Moody National Advisor I, LLC
Moody National REIT I, Inc. • May 15th, 2014 • Real estate investment trusts • Maryland

Moody National Advisor I, LLC (the “Advisor”), Moody National Operating Partnership I, L.P. (the “Operating Partnership”), Moody Realty Company, L.P. and Moody National REIT I, Inc. (the “REIT”) are parties to that certain Amended and Restated Advisory Agreement, dated as of August 14, 2009 (as subsequently amended, the “Advisory Agreement”). Capitalized terms used herein that are not otherwise defined have the respective meanings given to them in the Advisory Agreement.

ENVIRONMENTAL INDEMNITY AGREEMENT
Indemnity Agreement • May 15th, 2014 • Moody National REIT I, Inc. • Real estate investment trusts • New York

ENVIRONMENTAL INDEMNITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) made as of March 31, 2014 by MOODY NATIONAL 2020-GRAPEVINE HOLDING, LLC, a Delaware limited liability company, having its principal place of business at c/o Moody National REIT I, Inc., 6363 Woodway, Suite 110, Houston, Texas 77057, (together with its permitted successors and assigns, collectively, “Borrower”), BRETT C. MOODY, a natural person, having an address at 5 Derham Parc, Houston, TX 77024 (the “Principal”; Principal together with Borrower and each of their permitted successors and assigns, collectively, “Indemnitor”), in favor of LADDER CAPITAL FINANCE LLC, a Delaware limited liability company, having an address at 345 Park Avenue, 8th Floor, New York, New York 10154 (together with its successors and assigns, collectively, “Indemnitee”) and other Indemnified Parties (defined below).

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