Ex 10.229
PROMISSORY NOTE
Dated: August 9, 2022Location: Fargo, North Dakota
Principal: $5,000,000.00Due Date: December 31, 2022
Lender: LEGENDARY A-1 BONDS LLC, a Delaware limited liability company, with an address of 1635 43rd Street South, Suite 205, Fargo, ND 58103.
a) | Borrower Status. Borrower is a Delaware limited partnership and is organized and validly existing in good standing under the laws of the state of North Dakota; Borrower has full power and authority to enter into and perform its obligations under this Note; the execution, delivery, and performance of this Note have been duly authorized by all necessary action of Borrower’s managers or members and will not violate Borrower’s articles of organization or operating agreement; and this Note is the valid and binding obligation of Borrower, enforceable in accordance with its terms. |
b) | No Change. Borrower will not make any change in its name or its organizational structure or in the jurisdiction under the laws of which Borrower is organized, without the prior written consent of Lender. |
c) | Due Authorization, Execution and Delivery. This Note has been duly authorized and validly executed and delivered by Borrower. The individual(s) executing this Note on behalf of Borrower have been duly authorized to do so in accordance with resolutions duly adopted by Borrower’s board of directors (or similar governing body), members, or partners, as the case may be. |
Ex 10.229
d) | Binding Obligations. This Note to which the Borrower is a party of constitutes the legal, valid and binding obligations of the Borrower, enforceable against such the Borrower in accordance with their terms. |
e) | Commercial Purpose of Loan. The purpose of the Loan is a commercial business purpose and not a personal, family, or household purpose. No portion of the Loan is being used by Borrower or any other Person for any personal, family or household purposes. |
a) | Borrower will immediately notify Lender in writing of any change in Borrower’s name or corporate structure, and of any change in the location of Borrower’s place of business and of the location of each additional place of business established by Borrower. |
b) | Borrower will indemnify Lender with respect to all losses, damages, liabilities, and expenses (including attorney fees) incurred by Lender by reason of any failure of Borrower to comply with any of Borrower’s obligations under this agreement or by reason of any warranty or representation made by Borrower to Lender in this Note being false in any material respect. |
a) | Events of Default. The occurrence or existence of any one or more of the following events or conditions shall constitute an Event of Default for purposes of this Note: |
i. | Nonpayment. Borrower’s failure to pay any amount of principal or interest or any other amount due under this Note within fifteen (15) days after due date of payment. If Lender has not received the full amount of any monthly payment by the end of fifteen (15) calendar days after the date it is due, Borrower will pay a later charge of five percent (5.0%) of the overdue payment of principal and interest. The Borrower will be in default if payment is not made current (including applicable late fees) within 60 days of original due date. |
ii. | Defaults Under Covenants and Agreements. Borrower defaults in the performance or observance of any warranty, representation covenant or agreement under this Note and the default is not cured within ten (10) days after Lender delivers written notice of such default to Borrower or any representation or warranty made by Borrower to Lender in any of the foregoing documents was not true and accurate in all material respects when made. Notice is deemed delivered, either (1) by hand delivery to Borrower, or (2) by mailing of the notice in the United States mail to the address of Borrower listed above. |
iii. | Bankruptcy; Dissolution; Insolvency. Borrower (1) generally does not, or is unable to, or admits in writing Borrower’s inability to, pay Borrower’s debts as such debts become due; (2) makes an assignment for the benefit of creditors; (3) commences any proceeding under any bankruptcy, reorganization, arrangement, dissolution, or liquidation law or statute of any jurisdiction or shall otherwise be liquidated or dissolved; (4) has had any such petition or application filed, or any such proceeding has been commenced against it in which an order for relief (or order similar to an order for relief under the United States Bankruptcy Code) is made or remains undismissed for a period of 30 days or more. |
iv. | Loan Agreement. Borrower defaults under the terms of the Loan Agreement beyond any application notice and cure period. |
b) | Consequences of Event of Default Relating to Insolvency. If an Event of Default described in this Section 13 occurs, the unpaid principal amount of this Note, all accrued Interest, and all other amounts owing by Borrower under this Note automatically shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are expressly waived, and without any requirement for any other action on the part of Borrower. |
Ex 10.229
a) | Upon the occurrence and during the continuance of an Event of Default, Lender may declare all or any part of the Obligations to be due and payable without presentment, demand, protest or further notice of any kind. Upon any Event of Default described in this Note, all of the unpaid principal of the Loan, all interest accrued and unpaid thereon, shall be immediately due and payable. Borrower waives any notice of intent to accelerate payment of such principal, interest or amounts, and notice of such acceleration. |
b) | Neither the application of a default rate of interest in the circumstances described in the Note nor the imposition of any late fee shall be interpreted to extend any cure period set forth in the Note; to cure any Default; or to otherwise limit or waive any of Lender’s rights or remedies under this Note. |
c) | The acceptance by Lender of any sum after the same is due shall not constitute a waiver of the right either to require prompt payment, when due, of all other sums or to declare a subsequent Event of Default. The acceptance by Lender of any sum in an amount less than the sum then due shall be deemed to be an acceptance on account only and upon condition that it shall not constitute a waiver of Borrower’s obligation to pay the entire sum then due, and Borrower’s failure to pay such entire sum then due shall, at Lender’s election, constitute an immediate Event of Default without the necessity for any further notice, notwithstanding such acceptance of such amount on account. |
This Note has been executed on the date first listed above.
BORROWER:
LODGING FUND REIT III OP, LP,
a Delaware limited partnership, its sole member
Ex 10.229
By:Lodging Fund REIT III, Inc.,
a Maryland corporation, its general partner
By: /s/ Samuel C. Montgomery
Name: Samuel C. Montgomery
Title: Chief Financial Officer