FIRST AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
This First Amendment to Hotel Purchase and Sale Agreement (this Amendment) is entered into effective as of October 9, 2018 (the Effective Date), between NF II/CI TAMPA AIRPORT, LLC, NF II/CI FORT MYERS GULF CENTER, LLC, NF II/CI LITTLE ROCK, LLC, NF II BEACHWOOD PARK EAST, LLC, HP BOULDER, L.L.C., NF II/CI TAMPA AVION, LLC, NF II/CI KNOXVILLE, LLC, and NF II/CI FORT MYERS AIRPORT, LLC, each a Delaware limited liability company (collectively, Sellers), SCG GLOBAL HOLDINGS, L.L.C., a Delaware limited liability company (Original Buyer), and SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (Buyer Assignee and, together with Original Buyer, Buyer).
A. Sellers and Original Buyer have entered into a Hotel Purchase and Sale Agreement dated as of July 31, 2018 (the Agreement), with respect to certain property more particularly described therein. Capitalized terms used in this Amendment without definition have the same meanings ascribed to those terms in the Agreement.
B. Section 15.1 of the Agreement provides that, subject to the terms thereof, Original Buyer may assign all of its right, title and interest in the Agreement to any Affiliate of Original Buyer.
C. Original Buyer desires to assign all of its right, title and interest in and to the Agreement to Buyer Assignee.
D. Sellers, Original Buyer and Buyer Assignee now wish to modify the terms of the Agreement as set forth in this Amendment as set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing recitals, which are incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Original Buyer, Buyer Assignee and Sellers hereby agree as follows:
1. Assignment. In accordance with Section 15.1 of the Agreement:
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Original Buyer hereby assigns all of its right, title and interest in and to the Agreement first arising from and after the Effective Date to Buyer Assignee, which assignment includes, without limitation, Original Buyers rights and interest in and to the Deposit. Buyer Assignee hereby accepts the foregoing assignment and assumes all of Original Buyers obligations under the Agreement arising from and after the Effective Date. Original Buyer acknowledges and agrees that it shall not be released from any of its liabilities and obligations under the Agreement by reason of such assignment unless and until the Closing occurs.
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Original Buyer and Buyer Assignee hereby acknowledge and agree that (i) they shall be jointly and severally liable for all liabilities and obligations of the Buyer under the Agreement, and (ii) Buyer Assignee shall pay any additional transfer tax that is required to be paid to a governmental authority as a result of the assignment of Original Buyers rights in and to the Agreement.