Common use of Property Materials Clause in Contracts

Property Materials. If a sheriff’s, clerk’s or trustee’s deed for the Property is issued to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender acquires the Property by deed in lieu of foreclosure or otherwise, promptly upon request by Lender, Borrower shall deliver and/or pay to Lender, the following as to all or any portion of the Property acquired by Lender provided same are in Borrower’s possession or control: (i) possession of the Property, (ii) the originals (or true and correct copies, if the originals are not available) of all guaranties and warranties given with respect to all or any portion of the Property or any improvement located thereon which Borrower has in its possession, (iii) the originals (or true and correct copies, if the originals are not available) of all service contracts and management agreements then in effect with respect to the Property, (iv) the originals (or true and correct copies, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the Property or to the construction of the buildings and related improvements located thereon, (v) the originals (or true and correct copies, if the originals are not available) of all governmental consents, approvals, licenses, permits, certificates of occupancy, zoning approvals, building permits and similar documents relating to the Property, (vi) copies of all books and records in any way relating to the Property, (vii) the balance of any funds in any security deposit accounts and any and all other tenant security deposits, and any and all advance rentals or similar fees, if any, (viii) the originals (or true and correct copies, if the originals are not available) of all termite or other inspection reports, bonds, warranties and guaranties relating to the Property, (ix) any and all income from the Property received by or on behalf of Borrower and then being held by or on behalf of Borrower; (x) the originals (or true and correct copies, if the originals are not available) of all certificates, binders and policies of insurance relating to the Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all or any portion of the Property, (xii) the originals (or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any portion of the Property, (xiii) all leasing and other files, books and records with respect to all or any portion of the Property, and (xiv) any bankruptcy claims relating to any current or former tenant of the Property, duly assigned to Lender or its designee.

Property Materials. If a sheriff’sBuyer has received from Seller or other sources or reviewed the documents relating to such Seller’s Property identified on Exhibit H attached hereto (such documents, clerk’s or trustee’s deed for subject to this Section below, being collectively, the “Property Materials”). Notwithstanding anything to the contrary contained herein, the Property is issued to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender acquires the Property by deed in lieu of foreclosure or otherwise, promptly upon request by Lender, Borrower Materials shall deliver and/or pay to Lender, the following as to all or any portion of the Property acquired by Lender provided same are in Borrower’s possession or control: expressly exclude (i) possession anything that would disclose a Seller’s or prior owner’s cost of acquisition of any Real Property, or cost of construction of any Improvements and related soft costs, any estimates of costs to repair, replace, remediate or maintain any Real Property, or any prospective, capital budgets for the Property, (ii) any reports, presentations, summaries and the originals (or true and correct copieslike prepared for a Seller, if the originals are not available) of all guaranties and warranties given with respect to all or any portion of such Seller’s boards, committees, partners, trustees, beneficiaries, affiliates or investors in connection with its consideration of the acquisition or disposition of any Real Property or construction of the Improvements, including, without limitation, any conditions inspection report, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any improvement located thereon which Borrower has in its possession, (iii) the originals (or true and correct copies, if the originals are not available) of all service contracts and management agreements then in effect with respect to the Propertypart thereof, (iv) the originals (or true a Seller’s internal memoranda, attorney-client privileged materials, internal and correct copiesexternal appraisals, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the Property or to the construction of the buildings and related improvements located thereon, (v) any information which is the originals subject of a confidentiality agreement between a Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer understands, acknowledges and agrees that Seller does not make any representation or true warranty (and correct copiesspecifically disclaims any express or implied warranty) as to the accuracy or completeness of the Property Materials or any other materials provided to Buyer or as to the ability of Buyer or any other party to rely thereupon, if except as expressly provided in this Agreement. Buyer covenants, represents and warrants that Sellers shall not have any liability to Buyer or any of Buyer’s partners, members, officers, employees, agents, affiliates and representatives in any manner arising from the originals are not available) use of all governmental consentsor reliance on the Property Materials by Buyer or Buyer’s partners, approvalsmembers, licensesofficers, permitsemployees, certificates agents, affiliates and/or representatives. Buyer further acknowledges and agrees that it shall be solely Buyer’s responsibility to conduct investigations of occupancythe Real Properties to determine the presence or existence of any hazardous materials, zoning approvals, building permits toxic substances and similar documents relating contaminants and pollutants and to otherwise determine the Property, (vi) copies of all books and records in any way relating to the Property, (vii) the balance of any funds in any security deposit accounts and any physical condition and all other tenant security deposits, and any and all advance rentals or similar fees, if any, (viii) aspects of the originals (or true and correct copies, if the originals are not availableReal Properties except as set forth in Section 9(a) of all termite or other inspection reports, bonds, warranties and guaranties relating to the Property, (ix) any and all income from the Property received by or on behalf of Borrower and then being held by or on behalf of Borrower; (x) the originals (or true and correct copies, if the originals are not available) of all certificates, binders and policies of insurance relating to the Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all or any portion of the Property, (xii) the originals (or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any portion of the Property, (xiii) all leasing and other files, books and records with respect to all or any portion of the Property, and (xiv) any bankruptcy claims relating to any current or former tenant of the Property, duly assigned to Lender or its designeethis Agreement.

Property Materials. If following an Event of Default after the Effective Date a sheriff’s, clerk’s or trustee’s deed for the Property is issued to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender or its designee acquires the Property by deed Deed in lieu Lieu of foreclosure Foreclosure or otherwise, promptly upon request by Lendersuch acquiring party, Borrower and, as applicable, Maryland Loan Guarantor shall deliver and/or pay to Lender, Lender or its designee the following (to the extent in its possession) as to all or any portion of the Property acquired by Lender provided same are in Borrower’s possession or controlits designee: (i) possession of the Property, (ii) the originals (or true and correct copies, if the originals are not available) of all guaranties and warranties given with respect to all or any portion of the Property or any improvement located thereon which Borrower and, as applicable, Maryland Loan Guarantor has in its possession, (iii) the originals (or true and correct copies, if the originals are not available) of all service contracts and management agreements then in effect with respect to the Property, (iv) the originals (or true and correct copies, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the Property or to the construction of the buildings and related improvements located thereon, (v) the originals (or true and correct copies, if the originals are not available) of all governmental consents, approvals, licenses, permits, certificates of occupancy, zoning approvals, building permits and similar documents relating to the Property, (vi) copies of all books and records in any way relating to the Property, (vii) the balance of any funds in any security deposit accounts and any and all other tenant security deposits, and any and all advance rentals or similar fees, if any, (viii) the originals (or true and correct copies, if the originals are not available) of all termite or other inspection reports, bonds, warranties and guaranties relating to the Property, (ix) any and all income from the Property received by or on behalf of Borrower and, as applicable, Maryland Loan Guarantor and then being held by or on behalf of BorrowerBorrower and, as applicable, Maryland Loan Guarantor; (x) the originals (or true and correct copies, if the originals are not available) copies of all certificates, binders and policies of insurance relating to the Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all or any portion of the Property, (xii) the originals (or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any portion of the Property, (xiii) all leasing and other files, books and records with respect to all or any portion of the Property, and (xiv) any bankruptcy claims relating to any current or former tenant of the Property, duly assigned to Lender or its designee.

Property Materials. If a sheriff’sWithin three (3) business days after execution of this Agreement, clerk’s Seller shall deliver to Buyer or trustee’s deed for make available to Buyer, copies of or access to the originals of the following, to the extent in the possession and reasonable control of Seller (the “Property Materials”): (a) All maps of the Property; (b) Environmental and property condition reports, geotechnical investigations, geological reports, and toxic waste and/or hazardous material reports relating to the Property; (c) Surveys, development agreements, and plans; (d) Such other documents relating to the Property is issued in Seller’s possession or Seller’s reasonable control and which documents are not confidential in nature or protected from disclosure by the attorney-client privilege. Buyer shall have the opportunity to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender acquires review the Property by deed in lieu of foreclosure or otherwise, promptly upon request by Lender, Borrower shall deliver and/or pay to Lender, Materials during the following as to all or any Feasibility Period. Buyer acknowledges and agrees that a significant portion of the Property acquired Materials were not, or may not have been, prepared by Lender provided same are in Borrower’s possession or control: Seller and may be incomplete, vague and/or ambiguous with respect to various relevant subjects. Accordingly, Buyer further acknowledges and agrees that (i) possession neither Seller, its governing board, nor any of its agents, employees, attorneys or contractors has made any (and hereby disclaims any and all) warranties or representations regarding the truth, accuracy or completeness of the PropertyProperty Materials, (ii) Seller has not undertaken and will not undertake any independent investigation as to the originals (truth, accuracy or true and correct copies, if the originals are not available) of all guaranties and warranties given with respect to all or any portion completeness of the Property or any improvement located thereon which Borrower has in its possessionMaterials, and (iii) the originals (or true Buyer hereby releases Seller, its governing board and correct copies, if the originals are not available) employees and all preparers of all service contracts and management agreements then in effect with respect to the Property, (iv) the originals (or true and correct copies, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the Property Materials and their respective agents, employees, attorneys or to the construction of the buildings and related improvements located thereon, (v) the originals (or true and correct copies, if the originals are not available) of all governmental consents, approvals, licenses, permits, certificates of occupancy, zoning approvals, building permits and similar documents relating to the Property, (vi) copies of all books and records in any way relating to the Property, (vii) the balance of any funds in any security deposit accounts and contractors from any and all other tenant security depositsclaims, and any and all advance rentals suits, damages or similar fees, if any, (viii) the originals (or true and correct copies, if the originals are not available) liability arising out of all termite or other inspection reports, bonds, warranties and guaranties relating to the Property, (ix) any and all income from the Property received by or on behalf of Borrower and then being held by or on behalf of Borrower; (x) the originals (or true and correct copies, if the originals are not available) of all certificates, binders and policies of insurance relating to the Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all Materials or any portion of the Propertyinaccuracy, (xii) the originals (error or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any portion of the Property, (xiii) all leasing and other files, books and records with respect to all or any portion of the Property, and (xiv) any bankruptcy claims relating to any current or former tenant of the Property, duly assigned to Lender or its designeeomission therein.

Property Materials. If following an Event of Default after the Effective Date a sheriff’s, clerk’s or trustee’s deed for the any Property is issued to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender or its designee acquires any Property by Deed in Lieu of Foreclosure or otherwise, or if a Consensual Sale of the Property by deed is consummated in lieu of foreclosure or otherwiseaccordance with this Agreement, promptly upon request by Lendersuch acquiring party, Borrower shall deliver and/or pay to Lender, Lender or its designee or a Potential Purchaser the following as to all or any portion of the such Property acquired by Lender provided same are or its designee or a Potential Purchaser, to the extent applicable and in Borrower’s possession or control: (i) possession of such Property, including all tangible personalty located on, or in, or attached to, or used in connection with the hotel and/or such Property, (ii) the originals (or true and correct copies, if the originals are not available) of all guaranties and warranties given with respect to all or any portion of the such Property or any improvement located thereon which Borrower has in its possession, (iii) the originals (or true and correct copies, if the originals are not available) of all service contracts contracts, franchise agreements and management agreements then in effect with respect to the such Property, (iv) the originals (or true and correct copies, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the such Property or to the construction of the buildings and related improvements located thereon, (v) the originals (or true and correct copies, if the originals are not available) of all governmental consents, approvals, licenses (including, but not limited to, liquor licenses), permits, certificates of occupancy, zoning approvals, building permits and similar documents relating to the such Property, (vi) copies of all books and records in any way relating to the such Property, (vii) the balance of any funds in any security deposit accounts and any and all other tenant security deposits, and any and all advance rentals room rentals, pre-paid rent or reservation deposits paid by tenants, customers (i.e., related to banquet services/facilities) or hotel guests, or similar fees, fees (if any), (viii) the originals (or true and correct copies, if the originals are not available) of all termite or other inspection reports, bonds, warranties and guaranties relating to the such Property, (ix) any and all income from the such Property received by or on behalf of Borrower and then being held by or on behalf of BorrowerBorrower Parties, which may include receivables, revenues, profits or other value generated from food, beverage and banquet services, room service, public room revenues, concession agreements, health club or spa revenues and other services rendered to guests of, or visitors to, such Property (except same shall be delivered to Lender and not to a Potential Purchaser); (x) the originals (or true and correct copies, if the originals are not available) of all certificates, binders and policies of insurance relating to the such Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all or any portion of the Propertysuch Property or for service, labor (i.e. collective bargaining/union/employee benefit plans), maintenance, repair, equipment and operation, (xii) the originals (or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any portion of the such Property, if any, (xiii) all leasing and other files, books and records with respect to all or any portion of the Property, such Property and (xiv) any bankruptcy claims relating to any current or former tenant tenant(s) of the such Property, duly assigned to Lender or its designeedesignee or a Potential Purchaser.