Exhibit 10.12.3

 

AGREEMENT TO PROVIDE INSURANCE

 

	
Principal
    	
 
    	
Loan Date
    	
 
    	
Maturity
    	
 
    	
Loan No
    	
 
    	
Call / Coll
    	
 
    	
Account
    	
 
    	
Officer
    	
 
    	
Initials
    	
 
    
	
$
    	
5,858,134.26
    	
 
    	
03-05-2019
    	
 
    	
03-01-2024
    	
 
    	
4011782
    	
 
    	
8100
    	
 
    	
 
    	
 
    	
403
    	
 
    	
 
    	
 
    
																	


 

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “****” has been omitted due to text length limitations.

 

	
Borrower:
    	
LF3   Cedar Rapids, LLC
    	
Lender:
    	
Western   State Bank
    
	
 
    	
LF3   Cedar Rapids TRS, LLC
    	
 
    	
West   Fargo
    
	
 
    	
1635   43rd Street South, Suite 205
    	
 
    	
P.O. Box   617
    
	
 
    	
Fargo,   ND 58103
    	
 
    	
755   13th Ave E
    
	
 
    	
 
    	
 
    	
West   Fargo, ND 58078
    
	
Grantor:
    	
LF3   Cedar Rapids TRS, LLC
    	
 
    	
 
    
	
 
    	
1635   43rd Street South, Suite 205
    	
 
    	
 
    
	
 
    	
Fargo,   ND 58103
    	
 
    	
 
    


 

INSURANCE REQUIREMENTS. Grantor, LF3 Cedar Rapids TRS, LLC (“Grantor”), understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to LF3 Cedar Rapids, LLC; and LF3 Cedar Rapids TRS, LLC (“Borrower”) by Lender. These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral (the “Collateral”):

 

Collateral:                                  Assignment of License Agreement dated November 30, 2018 between HOLIDAY HOSPITALITY FRANCHISING, LLC, a Delaware Limited Liability Company and LF3 Cedar Rapids TRS, LLC, a Delaware Limited Liability Company. This License constitutes a license to operate a hotel as Holiday Inn Express brand hotel located at 1230 Collins Road NE, Cedar Rapids, IA 52402.

Type: All risks, including fire, theft and liability.

Amount: Full Insurable Value.

Basis: Replacement value.

Endorsements: Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written notice to Lender.

Latest Delivery Date: By the loan closing date.

 

INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.

 

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance as provided above, with an effective date of March 5, 2019, or earlier. Grantor acknowledges and agrees that if Grantor fails to provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.

 

AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any-person (including any insurance agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or both.

 

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 5, 2019.

 

GRANTOR:

 

LF3 CEDAR RAPIDS TRS, LLC

 

	
LODGING FUND REIT III   TRS, INC., Sole Member of LF3 Cedar Rapids TRS, LLC
    


 

	
By:
    	
/s/ Corey R. Maple
    	
 
    
	
 
    	
Corey R. Maple, Chief Executive Officer and
    	
 
    
	
 
    	
Secretary of Lodging Fund REIT III TRS, Inc.
    	
 
    


 











 

FOR LENDER USE ONLY

INSURANCE VERIFICATION

 

	
DATE:
    	
PHONE (952)   941-9418
    


AGENTS NAME: Laura Sutherland

AGENCY: Ross Nesbit Agencies, Inc.

ADDRESS: 5900 Rowland Road, Minnetonka, MN 55343

INSURANCE COMPANY:

POLICY NUMBER:

EFFECTIVE DATES:

 

COMMENTS:

 

LaserPro, Ver. 18.420.085 Copr. Finastra USA Corporation 1997, 2019. All Rights Reserved. - ND 

 

2











 

NOTICE OF INSURANCE REQUIREMENTS

 

	
Principal
    	
 
    	
Loan Date
    	
 
    	
Maturity
    	
 
    	
Loan No
    	
 
    	
Call / Coll
    	
 
    	
Account
    	
 
    	
Officer
    	
 
    	
Initials
    	
 
    
	
 
    	
 
    	
03-05-2019
    	
 
    	
 
    	
 
    	
4011782
    	
 
    	
8100
    	
 
    	
 
    	
 
    	
403
    	
 
    	
 
    	
 
    


 

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

 

	
Borrower:
    	
LF3   Cedar Rapids, LLC
    	
Lender:
    	
Western   State Bank
    
	
 
    	
LF3   Cedar Rapids TRS, LLC
    	
 
    	
West   Fargo
    
	
 
    	
1635   43rd Street South, Suite 205
    	
 
    	
P.O. Box   617
    
	
 
    	
Fargo,   ND 58103
    	
 
    	
755   13th Ave E
    
	
 
    	
 
    	
 
    	
West   Fargo, ND 58078
    
	
Grantor:
    	
LF3   Cedar Rapids TRS, LLC
    	
 
    	
 
    
	
 
    	
1635   43rd Street South, Suite 205
    	
 
    	
 
    
	
 
    	
Fargo,   ND 58103
    	
 
    	
 
    


 

	
 
    	
Ross   Nesbit Agencies, Inc.
    	
 
    
	
TO:
    	
ATTN:   Laura Sutherland
    	
DATE:  March 5, 2019
    
	
 
    	
5900   Rowland Road
    	
 
    
	
 
    	
Minnetonka,   MN 55343
    	
 
    
	
 
    	
 
    	
 
    
	
RE:
    	
Policy   Number(s):
    	
 
    
	
 
    	
Insurance Companies/Company:
    	
 
    


 

Dear Laura Sutherland:

 

LF3 Cedar Rapids, LLC; and LF3 Cedar Rapids TRS, LLC (“Borrower”), are obtaining a loan from Western State Bank. Please send appropriate evidence of insurance to Western State Bank, together with the requested endorsements, on the following property, which Grantor, LF3 Cedar Rapids TRS, LLC (“Grantor”) is giving as security for the loan.

 

Collateral:                                  Assignment of License Agreement dated November 30, 2018 between HOLIDAY HOSPITALITY FRANCHISING, LLC, a Delaware Limited Liability Company and LF3 Cedar Rapids TRS, LLC, a Delaware Limited Liability Company. This License constitutes a license to operate a hotel as Holiday Inn Express brand hotel located at 1230 Collins Road NE, Cedar Rapids, IA 52402.

Type: All risks, including fire, theft and liability.

Amount: Full Insurable Value.

Basis: Replacement value.

Endorsements: Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written notice to Lender.

Latest Delivery Date: By the loan closing date.

 

GRANTOR:

 

LF3 CEDAR RAPIDS TRS, LLC

 

	
LODGING   FUND REIT III TRS, INC., Sole Member of LF3 Cedar Rapids TRS, LLC
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Corey R. Maple
    	
 
    
	
 
    	
Corey R. Maple, Chief Executive Officer and
    	
 
    
	
 
    	
Secretary of Lodging Fund REIT III TRS, Inc.
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
RETURN   TO:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
West   Fargo
    	
 
    
	
 
    	
P.O. Box   617
    	
 
    
	
 
    	
755   13th Ave E
    	
 
    
	
 
    	
West   Fargo, ND 58078
    	
 
    
	
 
    	
 
    	
LaserPro, Ver.   18.420.085 Copr. Finastra USA Corporation 1997, 2019. All Rights Reserved. -   ND