MANAGEMENT AGREEMENT BY AND BETWEEN LF3 CHARLOTTE TRS, LLC AND HP Hotel Management, Inc.Management Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
THIS AGREEMENT, is made on August 25, 2022, to be effective as of the “Effective Date”, as that term is defined below, by and between LF3 Charlotte TRS, LLC, a Delaware limited liability company, (“Owner”), having a registered office at 1635- 43rd St. South, Suite 205, Fargo, ND 58103, and HP Hotel Management, Inc., (the “Operator”) or its assignee, having its principal offices at 2111 Parkway Office Circle, Suite 250, Hoover, AL 35244.
Prepared By and Return To:Lodging Fund REIT III, Inc. • March 27th, 2024 • Real estate investment trusts
SECURITY AGREEMENTSecurity Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
This SECURITY AGREEMENT (the “Agreement”) is made as of August 25, 2022, by LF3 PINEVILLE 2, LLC, a Delaware limited liability company, and LF3 PINEVILLE 2 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 • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
This GUARANTY (the “Guaranty”) is made as of August 25, 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”).
TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LPLodging Fund REIT III, Inc. • March 27th, 2024 • Real estate investment trusts
This Ninth 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, as amended by First Amendment to the Amended and Restated Limited Partnership Agreement dated February 4, 2020, as amended by Second Amendment to the Amended and Restated Limited Partnership Agreement dated May 12, 2021, as amended by Third Amendment to the Amended and Restated Limited Partnership Agreement dated August 3, 2021, as amended by Fourth Amendment to the Amended and Restated Limited Partnership Agreement dated December 3, 2021, as amended by the Fifth Amendment to the Amended and Restated Limited Partnership Agreement dated January 18, 2022, as amended by the Sixth Amendment to the Amended and Restated Limited Partnership Agreement dated February 8, 2022, as amended by the Seventh Amendment to the Amended and Restated Limited Partnership Agreement dated March 29, 2022, as amen
DLOC NOTEDloc Note • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, LF3 CHARLOTTE, LLC, a Delaware limited liability company, and LF3 CHARLOTTE TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”), promise 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 DLOC Note (this “Note”) is the DLOC 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 Note and no
TERM LOAN NOTETerm Loan Note • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, LF3 PINEVILLE 2, LLC, a Delaware limited liability company, and LF3 PINEVILLE 2 TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”), promise 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 Term 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 No
LOAN AGREEMENTLoan Agreement • March 27th, 2024 • 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 August 25, 2022, between WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and LF3 PINEVILLE 2, LLC, a Delaware limited liability company and LF3 PINEVILLE 2 TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is dated as of August 25, 2022, and is made by LF3 PINEVILLE 2, LLC, a Delaware limited liability company, and LF3 PINEVILLE 2 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”).
GUARANTYGuaranty • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
This GUARANTY (the “Guaranty”) is made as of August 25, 2022, by and among LF3 CHARLOTTE, LLC, a Delaware limited liability company, and LF3 CHARLOTTE TRS, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, a “Guarantor”), to and for the benefit of WESTERN ALLIANCE BANK, an Arizona corporation, its successors and/or assigns (“Lender”).
ASSIGNMENT, CONSENT AND SUBORDINATION REGARDING MANAGEMENT AGREEMENTManagement Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Arizona
AGREEMENT (this “Assignment”) is dated as of August 25, 2022, by and among LF3 CHARLOTTE TRS, LLC, a Delaware limited liability company (“Assignor”), WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and HP HOTEL MANAGEMENT, INC., an Alabama corporation (“Manager”).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
is made as of the 8th day of June 2022 (the "Amendment Date") by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the "Operating Partnership"), and Smith/Curry Hotel Group Pineville II, LLC, a North Carolina limited liability company (the "Contributor").
TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LODGING FUND REIT III OP, LPLodging Fund REIT III, Inc. • March 27th, 2024 • Real estate investment trusts
This Seventh 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, as amended by First Amendment to the Amended and Restated Limited Partnership Agreement dated February 4, 2020, as amended by Second Amendment to the Amended and Restated Limited Partnership Agreement dated May 12, 2021, as amended by Third Amendment to the Amended and Restated Limited Partnership Agreement dated August 3, 2021, as amended by Fourth Amendment to the Amended and Restated Limited Partnership Agreement dated December 3, 2021, as amended by the Fifth Amendment to the Amended and Restated Limited Partnership Agreement dated January 18, 2022, as amended by the Sixth Amendment to the Amended and Restated Limited Partnership Agreement dated February 8, 2022 is adopted by Lodging Fund REIT III, Inc. (the "General Partner"), as the General Partner and on behalf of the
LOAN MODIFICATION AND REINSTATEMENT AGREEMENT (COMM 2015-CCRE26; Loan No. 440-20)Loan Modification and Reinstatement Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
(“Agreement”) is entered into and effective as of August 10, 2022 (the “Effective Date”), among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF COMM 2015-CCRE26 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (“Lender”), having an
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLodging Fund REIT III, Inc. • March 27th, 2024 • Real estate investment trusts • Delaware
GARDEN HOLDINGS, LLC ("Amendment"), dated as of August 10, 2022, is made by and among ASI Capital, LLC, High Desert Hospitality, LP, High Desert Hospitality, LLC, Roma Commercial, Inc., VB Hotel Group A, LLC, and Lodging Fund REIT III OP, LP ("Investor").
REORGANIZATION AND MEMBERSHIP INTEREST PURCHASE AGREEMENTReorganization And • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
AGREEMENT (“Agreement”), dated as of August 10, 2022, by and among Lodging Fund REIT III Op, LP, a Delaware limited partnership (“Investor”), High Desert Investors, LP, a Delaware limited partnership (“HDILP”) and High Desert Garden Holdings, LLC, a Delaware limited liability company (“HDGH”).
FIRST AMENDMENT TO CONTRIBUTION AGREEME TLodging Fund REIT III, Inc. • March 27th, 2024 • Real estate investment trusts
is made as of the 8th day of June 2022 (the "Amendment Date") by and among Lodging Fund REIT III OP, LP a Delaware limited partnership (the 'Operating Partnership ) and mith/Curry Hotel Group HR-Harris LLC a orth Carolina limit d liability company (the' Contributor').
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
entered into as of the 10th day of August 2022 ("Effective Date"), by and between Roma Commercial, Inc. ("Roma"), ASI Capital, LLC ("ASIC"), and VB Hotel Group A, LLC ("VB") (Roma, ASIC, and VB may hereinafter be collectively referred to as "Sellers"), and Lodging Fund REIT III OP, LP, a Delaware limited partnership ("LFR3 OP"). Roma, ASIC, VB, and LFR3 OP are collectively referred to as the "Parties," and individually referred to as a "Party."
AMENDED AND RESTATED ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, this Agreement has been executed by Indemnitors and is effective as of the day and year first above written.
COMPLETION GUARANTY AGREEMENTCompletion Guaranty Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
This COMPLETION GUARANTY AGREEMENT (this “Guaranty”) is made effective as of August 10, 2022, by LODGING FUND REIT III OP, LP, a Delaware limited partnership having an address at c/o Legendary Capital, 1635 43rd Street South, Suite 205, Fargo, ND 58103, Attn: Linzey Erickson (“Guarantor”), for the benefit of WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF COMM 2015- CCRE26 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH
