CONTRIBUTION AGREEMENT by and between W&K Hotels, LLC a North Carolina limited liability company and Lodging Fund REIT III OP, LP a Delaware limited partnership Dated as of May 9, 2022Contribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • New York
SECURITY AGREEMENTSecurity Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
This SECURITY AGREEMENT (the “Agreement”) is made as of May 13, 2022, by LF3 EL PASO AIRPORT, LLC, a Delaware limited liability company and LF3 EL PASO AIRPORT TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Debtor”), for the benefit of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), as the secured party.
GUARANTYGuaranty • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
This GUARANTY (the “Guaranty”) is made as of May 13, 2022, by LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Guarantor”), to and for the benefit of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”).
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 29th day of April 2022 (the “Amendment Date”) by and among 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”).
OPERATING LEASE SUBORDINATION AND ATTORNMENT AGREEMENTOperating Lease Subordination and Attornment Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
THIS OPERATING LEASE SUBORDINATION AND ATTORNMENT AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2022, by and among LF3 EL PASO AIRPORT TRS, LLC, a Delaware limited liability company, whose mailing address is 1635 43rd St. S., Suite 205, Fargo, ND 58103 (“Operating Lessee”), as grantor, LF3 EL PASO AIRPORT, LLC, a Delaware limited liability company, whose mailing address is 1635 43rd St. S., Suite 205, Fargo, ND 58103 (“Owner” and collectively, along with Operating Lessee, the “Borrower” or “Grantor”), as grantor, and WESTERN ALLIANCE BANK, an Arizona corporation, whose mailing address is One East Washington Street, 25th Floor, Phoenix, AZ 85004, Attention: Hotel Franchise Finance (“Lender” or “Grantee”), as grantee.
AGREEMENT OF SUBLEASEAgreement of Sublease • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Illinois
THIS AGREEMENT OF SUBLEASE (hereinafter called the "Sublease") is made as of the 24"' day of January, 2007, (hereinafter referred to as the "Effective Date"), by and between FCL FOUNDERS DRIVE, LLC, an Illinois limited liability company (hereinafter called the "Sublandlord"), and NORTHBROOK HOTEL GROUP L.P., an Illinois limited partnership (hereinafter called the "Subtenant").
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is dated as of May 13, 2022, and is made by LF3 EL PASO AIRPORT, LLC, a Delaware limited liability company and LF3 EL PASO AIRPORT TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”); and LODGING FUND REIT III OP, LP, a Delaware limited partnership (“Guarantor”) (Borrower and Guarantor are individually and collectively referred to herein as the “Indemnitor”) for the benefit of WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”).
SECOND AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 29th day of April 2022 (the “Amendment Date”) by and among 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”).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 24th 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 V RIFC, LLC, a Colorado limited liability company (the “Contributor”).
LOAN AGREEMENTLoan Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
THIS LOAN AGREEMENT (as it may be amended, restated, supplemented, extended or renewed from time to time, this “Agreement”) is made as of May 13, 2022, between WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and LF3 EL PASO AIRPORT, LLC, a Delaware limited liability company and LF3 EL PASO AIRPORT TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 24th 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-IV CYFC, LLC, a Colorado limited liability company (the “Contributor”).
TERM LOAN NOTETerm Loan Note • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, LF3 EL PASO AIRPORT, LLC, a Delaware limited liability company and LF3 EL PASO AIRPORT TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”), promises to pay to the order of WESTERN ALLIANCE BANK, an Arizona corporation, and its successors and assigns (“Lender”), the principal sum stated above as the Note Amount, or so much thereof as may have been advanced by Lender, 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 used in this
ASSIGNMENT, CONSENT AND SUBORDINATION REGARDING MANAGEMENT AGREEMENT Management Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
THIS ASSIGNMENT, CONSENT AND SUBORDINATION REGARDING MANAGEMENT AGREEMENT (this “Assignment”) is dated as of May 13, 2022, by and among LF3 EL PASO AIRPORT TRS, LLC, a Delaware limited liability company (“Assignor”), WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and AIMBRIDGE HOSPITALITY, LLC, a Delaware limited liability company (“Manager”).
SECOND AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 29th day of April 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and RLC V RIFC, LLC, a Colorado limited liability company (the “Contributor”).
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2022 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 10th day of May 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and RLC V RIFC, LLC, a Colorado limited liability company (the “Contributor”).
