CONTRIBUTION AGREEMENT by and between RLC-IV CYFC, LLC a Colorado limited liability company and Lodging Fund REIT III OP, LP a Delaware limited partnership Dated as of February 1, 2022Contribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • New York
This Contribution Agreement (this “Agreement”) is made and entered into as of February 1, 2022 (the “Effective Date”) by and between Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and RLC-IV CYFC, LLC, a Colorado limited liability company (the “Contributor”).
LOAN AGREEMENT BETWEEN LF3 LAKEWOOD, LLC AND LF3 LAKEWOOD TRS, LLC COLLECTIVELY, AS BORROWER AND LEGENDARY A-1 BONDS, LLC AS LENDERLoan Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Colorado
This Loan Agreement (this “Agreement”), dated as of March 29, 2022 (the “Effective Date”) is made by and between LF3 LAKEWOOD, LLC, a Delaware limited liability company (“SPE Owner”) and LF3 LAKEWOOD TRS, LLC, a Delaware limited liability company (“TRS Lessee”; and collectively with SPE Owner, “Borrower”), and LEGENDARY A-1 BONDS, LLC, a Delaware limited liability company (“Lender”).
CONTINUING GUARANTYContinuing Guaranty • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This Continuing Guaranty (this “Guaranty”), dated as of March 29, 2022 (the “Effective Date”), is made by LODGING FUND REIT III OP, LP, a Delaware limited partnership (the “Guarantor”) in favor of LEGENDARY A-1 BONDS, LLC, a Delaware limited liability company (“Lender”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Colorado
This Environmental Indemnity Agreement (this “Agreement”), dated as of March 29, 2022 (the “Effective Date”), is made, by LF3 LAKEWOOD, LLC, a Delaware limited liability company and LF3 LAKEWOOD TRS, LLC, a Delaware limited liability company (collectively, “Borrower”) and LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Guarantor” and collectively with Borrower, “Indemnitor”) in favor of LEGENDARY A-1 BONDS, LLC, a Delaware limited liability company (“Lender”).
CONTINUING GUARANTY, PAGE 1 4887-9740-7754.3 CONTINUING GUARANTY This Continuing Guaranty (this “Guaranty”), dated as of February 8, 2022 (the “Effective Date”), is made by LODGING FUND REIT III OP, LP, a Delaware limited partnership (the “Guarantor”)...Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, ASSIGNMENT OF RENTS, AND FINANCING STATEMENTLodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts • Colorado
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, ASSIGNMENT OF RENTS, AND FINANCING STATEMENT (as amended, modified or restated from time to time, this “Deed of Trust”) is made on the date stated below among the Grantor, Lender, and Trustee who are identified and whose addresses are stated below. By signing this Deed of Trust, Grantor agrees to the terms and conditions and makes the covenants stated in this Deed of Trust.
AMENDED & RESTATED CONTRIBUTION AGREEMENT by and between APF – Northbrook LLC a Delaware limited liability company and Lodging Fund REIT III OP, LP a Delaware limited partnership Dated as of December 3, 2021Contribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • New York
This Amended & Restated Contribution Agreement (this “Agreement”) is made and entered into as of December 3, 2021 (the “Effective Date”) by and between Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and APF - Northbrook, LLC, an Illinois limited liability company (the “Contributor” which such term may also mean Contributor’s surviving member or controlling parent entity as context may require).
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LPLimited Partnership Agreement • March 31st, 2022 • 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.
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 23rd day of February 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership...Contribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LP This Fourth Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) of Lodging Fund...Limited Partnership Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written. PLEDGOR: LODGING FUND REIT III OP, LP a Delaware limited partnership By: Lodging Fund REIT III, Inc. a Maryland corporation, its General...Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts
SECOND AMENDMENT TO CONTRIBUTION AGREEMENT This SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 3rd day of March 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the...Contribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
SIXTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LP This Sixth Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) of Lodging Fund...Limited Partnership Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
MANAGEMENT AGREEMENT BY AND BETWEEN LF3 FARGO MED TRS, LLC AND KAJ HOSPITALITY, INC. LOCATION: Hampton Inn & Suites Fargo Medical Center 4776 Agassiz Crossing South Fargo, North Dakota 58104 DATE: January__, 2022 18Management Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FIFTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LP This Fifth Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) of Lodging Fund...Limited Partnership Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FOURTH AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This FOURTH AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is effective as of 22nd day of March 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and RLC-VI Lakewood, LLC, a Colorado limited liability company (the “Contributor”).
IN WITNESS WHEREOF, Indemnitor has executed and delivered this Environmental Indemnity Agreement under seal as of the day and year first above written. INDEMNITOR: GUARANTOR: Lodging Fund REIT III OP, LP, a Delaware limited partnership, By: Lodging...Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts
LEASEHOLD MORTGAGE AND SECURITY AGREEMENTLeasehold Mortgage and Security Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Georgia
THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (hereinafter referred to as "Mortgage"), made to be effective as of the 3rd day of December, 2021, by and among LF3 NORTHBROOK, LLC f/k/a APF Northbrook, LLC, an Illinois limited liability company ("LF3") and LF3 NORTHBROOK 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"), and ACCESS POINT FINANCIAL, LLC, a Delaware limited liability company as mortgagee, having an address at 1 Ravinia Drive, Suite 900, Atlanta, Georgia 30346 ("Lender").
PREPARED BY AND AFTER RECORDING RETURN TO: Clifton M. Dugas, II Foley & Lardner, LLP 2021 McKinney Ave., Suite 1600 Dallas, Texas 75201 4881-3419-1110.2 ASSUMPTION OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS THIS ASSUMPTION OF NOTE, MORTGAGE AND OTHER...Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts • North Dakota
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written. PLEDGOR: LODGING FUND REIT III TRS, INC. a Delaware corporation, By:___...e.....,�W'-A.---¥-LZ��======::::::::e..--- (SEAL) Name: Samuel C....Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts
THIRD AMENDMENT TO CONTRIBUTION AGREEMENT This THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 15th day of March 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the...Contribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
Environmental Indemnity Agreement, Page 1 4857-4369-4346.3 ENVIRONMENTAL INDEMNITY AGREEMENT This Environmental Indemnity Agreement (this “Agreement”), dated as of February 8, 2022 (the “Effective Date”), is made, by LF3 EL PASO AIRPORT, LLC, a...Indemnity Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas
This document prepared by and afterLodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts • Colorado
AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and between ELP MC Venture, LLC a Delaware limited liability company and Lodging Fund REIT III OP, LP a Delaware limited partnership Dated as of February 8, 2022Contribution Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas
This Amended and Restated Contribution Agreement (this “Agreement”) is made and entered into as of February 8, 2022 (the “Effective Date”) by and between Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and ELP MC Venture, LLC a Delaware limited liability company (the “Contributor”).
ACTIVE 60574034v1 LODGING FUND REIT III, Inc. And Lodging Fund REIT OP, LP 1635 43rd Street South, Suite 205 Fargo, North Dakota 58103 October 19, 2021 APF - REO, LLC and APF – Northbrook LLC c/o Access Point Financial 1 Ravina Drive, 9th Floor...Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts
ContractEnvironmental Indemnity Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
13879309.14 EXECUTION VERSION HOTEL MANAGEMENT AGREEMENT between LF3 EL PASO AIRPORT TRS LLC, as Owner and AIMBRIDGE HOSPITALITY, LLC as Manager Courtyard by Marriott® El Paso Airport El Paso, Texas February 8, 2022Management Agreement • March 31st, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, Borrower has executed this Assignment under seal as of the day and year first above written. STATE OF NORTH DAKOTA ) COUNTY OF CASS ) LF3NORTHBROOK,LLC a Delaware limited liability company By: Lodging Fund REIT III OP, LP a...Lodging Fund REIT III, Inc. • March 31st, 2022 • Real estate investment trusts
