Assignment, Consent and Subordination Regarding Management Agreement, among LF3 Charlotte TRS, LLC, Western Alliance Bank, and HP Hotel Management, Inc., related to the Charlotte HGI Hotel Property, dated as of August 25, 2022
ASSIGNMENT, CONSENT AND SUBORDINATION REGARDING MANAGEMENT AGREEMENT
THIS ASSIGNMENT, CONSENT AND SUBORDINATION REGARDING MANAGEMENT
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”).
WITNESSETH:
WHEREAS, this Assignment is being made pursuant to the terms and conditions of that certain Loan Agreement of even date herewith (the “Loan Agreement”), made by Assignor and LF3 CHARLOTTE, LLC, a Delaware limited liability company (“Property Owner” and collectively, along with Assignor, the “Borrower”), and Lender, which evidences a loan from Lender to Borrower (collectively, the “Loan”). The Loan is secured by, among other instruments, one or more deeds of trust made by Project Owner and security agreements made by Borrower (collectively, the “Mortgage”). Capitalized terms used in this Assignment and not defined in this Assignment have the meanings given to such terms in the Loan Agreement.
WHEREAS, Assignor has entered into a certain Hotel Management Agreement (the “Management Agreement”) dated as of August 25, 2022, with Manager, to provide for certain management services with respect to the real property described on Exhibit A attached hereto and made a part hereof for all purposes (the “Premises”).
WHEREAS, to provide the Loan to Borrower, Lender has required that Manager consent to the Assignment and subordinate the Management Agreement to the Mortgage and Borrower’s obligations to Lender.
NOW, THEREFORE, KNOW ALL PEOPLE BY THESE PRESENTS: That the undersigned, for valuable consideration, and to induce Lender to provide the Loan to Borrower, expressly agrees as follows:
3. | Consent. Manager consents to and acquiesces in the assignment of the Management Agreement to |
Lender.
4. | Subordination. |
management fees and/or other amounts received by Manager prior to the occurrence of an event of default, and to which Manager was entitled under the Management Agreement.
(b) | As used herein: |
“Senior Obligations” means the obligations of Assignor, whether now existing or hereafter from time to time accruing or arising, to repay the principal of, and to pay interest (including, without limitation, post-petition interest) on, the Obligations (as defined in the Loan Agreement) and all other amounts whatsoever now or hereafter due that constitute Obligations.
“Subordinated Obligations” means the obligations of Assignor, whether now existing or hereafter from time to time accruing or arising, to pay to Manager any and all fees and reimbursable expenses and other sums under or provided for in the Management Agreement (including, without limitation, any post-petition interest thereon).
6. | Transition. In the event Lender terminates the Management Agreement pursuant to Section 5 |
above, then, in order to ensure an orderly transition of management of the Premises, Manager agrees as follows:
If to Lender:
Western Alliance Bank
One East Washington Street, 25th Floor Phoenix, Arizona 85004
Attention: Hotel Franchise Finance
If to Assignor:
c/o Legendary Capital 1635 43rd St S., Suite 205 Fargo, North Dakota 58103 Attention: Ryan Rued
If to Manager:
2111 Parkway Office Circle, Suite 250
Hoover, Alabama 35244 Attention: President
such proceeding necessary or advisable to exercise remedies available under any Loan Document. Lender, Assignor and Manager irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. Both Assignor and Manager irrevocably waive personal service of any and all legal process, summons, notices and other documents of any kind and consents to such service in any suit, action or proceeding brought in the United States by any means permitted by Applicable Law, including by the mailing thereof to such Assignor or Manager (by registered or certified mail, postage prepaid) to Assignor's or Manager's notice address, as provided herein (and shall be effective when such mailing shall be effective, as provided herein). Both Assignor and Manager agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date and year first written above.
ASSIGNOR:
LF3 CHARLOTTE TRS, LLC, a Delaware limited liability company
By: | Lodging Fund REIT III TRS, Inc., a Delaware corporation, its Sole Member |
By:Lodging Fund REIT III OP, LP, a Delaware limited partnership, its Sole Shareholder
4877-8110-0584
By: /s/ Samuel C. Montg
omery
Name: Samuel C. Montgomery
Its: Chief Financial Officer
Signature Page to Assignment of Management Agreement
MANAGER:
HP HOTEL MANAGEMENT, INC., an Alabama
corporation
By: /s/ Kerry V. Ranson
Printed Name: Kerry V. Ranson
Its: President
LENDER:
WESTERN ALLIANCE BANK, an Arizona corporation
By: /s/ Erik Siersma
Printed Name: Erik Siersma
Its: Vice President
EXHIBIT A
The Land referred to herein below is situated in the County of Mecklenburg, State of North Carolina, and is described as follows:
BEING ALL OF LOT 2 OF PANOS/SMITH HOTEL GROUP - MAP 1 SUBDIVISION AS THE SAME IS SHOWN ON A MAP THEREOF RECORDED IN MAP BOOK 32 AT PAGE 835 (A REVISION OF MAP BOOK 29 AT PAGE 693), IN THE OFFICE OF THE REGISTER OF DEEDS OF MECKLENBURG COUNTY, NORTH CAROLINA.
TOGETHER WITH THE EASEMENT CONTAINED IN THAT CERTAIN PARKING EASEMENT RECORDED IN BOOK 10370 AT PAGE 961, IN THE OFFICE OF THE REGISTER OF DEEDS OF MECKLENBURG COUNTY, NORTH CAROLINA.
4877-8110-0584