Common use of Settlement Documents Clause in Contracts

Settlement Documents. This Agreement, the NB Debenture, the FDIC Debenture, the NB Debenture Guaranty, the FDIC Debenture Guaranty, the Registration Rights Agreement, the Replacement Notes, UCC-1 Financing Statements between WRMI as debtor and the Agent as secured party to be filed in such locations as are necessary or advisable to perfect the Agent's security interest in the Collateral held by WRMI (the "WRMI UCC's"), a Second Amendment to Commercial Deed of Trust and Assumption Agreement with respect to the Falls Church Deed of Trust substantially in the form of Exhibit E-1 hereto, a Second Amendment to Commercial Deed of Trust and Assumption Agreement with respect to the Manassas Deed of Trust substantially in the form of Exhibit E-2 hereto, a Second Amendment to Commercial Deed of Trust and Assumption Agreement with respect to the Bedford Deed of Trust substantially in the form of Exhibit E-3 hereto and a Third Modification to Deed of Trust and Assumption Agreement with respect to the NB Deed of Trust and the Additional NB Lease Assignment substantially in the form of Exhibit E-4 hereto (collectively, the "Assumption Agreements" and, collectively with this Agreement, the NB Debenture, the FDIC Debenture, the NB Debenture Guaranty, the FDIC Debenture Guaranty, the Registration Rights Agreement, the Replacement Notes and the WRMI UCC's, the "Settlement Documents"), pursuant to which (i) the references in the Falls Church Deed of Trust, the Manassas Deed of Trust and the Bedford Deed of Trust to the indebtedness secured thereby will contain an express reference to the First Replacement Note and the references in the NB Deed of Trust and the Additional NB Lease Assignment to the indebtedness secured thereby will contain an express reference to the Second Replacement Note and (ii) WRMI, as transferee of the Falls Church Property, the Manassas Property and the Parcel 2 Bedford Property, will expressly assume all of WII's obligations under the Falls Church Deed of Trust, the Manassas Deed of Trust, the Bedford Deed of Trust and the NB Deed of Trust (collectively, the "Deeds of Trust") as well as the Additional NB Lease Assignment, shall have been executed by each of the Borrowers party thereto and delivered to the Agent.

Settlement Documents. This Agreement(a) At the time and place of Settlement, the NB Debenture, the FDIC Debenture, the NB Debenture Guaranty, the FDIC Debenture Guaranty, the Registration Rights Agreement, the Replacement Notes, UCC-1 Financing Statements between WRMI as debtor and the Agent as secured party Seller shall deliver or cause to be filed in such locations as are necessary or advisable delivered to perfect Buyer the Agent's security interest in the Collateral held by WRMI (the "WRMI UCC's"), a Second Amendment to Commercial Deed of Trust and Assumption Agreement with respect to the Falls Church Deed of Trust substantially in the form of Exhibit E-1 hereto, a Second Amendment to Commercial Deed of Trust and Assumption Agreement with respect to the Manassas Deed of Trust substantially in the form of Exhibit E-2 hereto, a Second Amendment to Commercial Deed of Trust and Assumption Agreement with respect to the Bedford Deed of Trust substantially in the form of Exhibit E-3 hereto and a Third Modification to Deed of Trust and Assumption Agreement with respect to the NB Deed of Trust and the Additional NB Lease Assignment substantially in the form of Exhibit E-4 hereto (collectively, the "Assumption Agreements" and, collectively with this Agreement, the NB Debenture, the FDIC Debenture, the NB Debenture Guaranty, the FDIC Debenture Guaranty, the Registration Rights Agreement, the Replacement Notes and the WRMI UCC's, the "Settlement Documents"), pursuant to which following: (i) the references in the Falls Church Deed of Trust, the Manassas Deed of Trust and the Bedford Deed of Trust to the indebtedness secured thereby will contain an express reference to the First Replacement Note and the references in the NB Deed of Trust and the Additional NB Lease Assignment to the indebtedness secured thereby will contain an express reference to the Second Replacement Note and Deeds; (ii) WRMI, as transferee a ▇▇▇▇ of sale whereby Seller shall convey to Buyer its interest in the Falls Church Property, Personal Property (the Manassas Property “▇▇▇▇ of Sale”); (iii) an assignment whereby Seller will assign and the Parcel 2 Bedford Property, will expressly Buyer shall assume all of WIISeller's right, title, and interest, including all the obligations of Seller, in, to and under the Falls Church Deed Van Lease and any warranties, Licenses, Permits and Approvals -(hereinafter referred to as the "Assign-ment"); (iv) an affidavit pursuant to the Foreign Investment in Real Property Act stating that Seller is not a foreign person; (v) a Seller's title affidavit and such other documents as may be reasonably requested by the Title Company or Buyer’s attorney relating to the conveyance of Trustthe Property; (vi) all Licenses, including without limitation a final certificate of occupancy for the Manassas Deed Hotels, and as many signed originals (or true and correct copies of Trustsame) of the other items covered by the Assignment as are in Seller's possession (all of which shall be left in the respective Real Property if currently located there); (vii) all equipment operating manuals and all equipment warranties and equipment guarantees, if any, in Seller's possession (all of which shall be left in the Bedford Deed respective Real Property if currently located there); (viii) all master and duplicate keys to all locks for the Real Property which are in Seller's possession (all of Trust which shall be left in the respective Real Property if currently located there); (ix) the Management Agreement and Asset Management Agreement; (x) The certificate required under Section 7(f)(ii); (xi) A set of all guest registration cards, guest transcripts, guest histories, and all other available guest information; (xii) A list of advance room reservations, functions and the NB Deed like, in reasonable detail so as to enable Buyer to honor the Seller’s advance room reservations; (xiii) To the extent not previously delivered to Buyer during the Due Diligence Period, all books, records, operating reports, appraisal reports, files, real estate and personal property tax bills, and other materials relating to the Hotels in the Seller’s possession or control; (xiv) such other documents as may be reasonably requested by Buyer to carry out the intent of Trust this Agreement or by the Title Company. (collectivelyb) At the time and place of Settlement, Buyer shall deliver or cause to be delivered to Seller the "Deeds of Trust"following: (i) as well as the Additional NB Lease Assignment, shall have been executed by each balance of the Borrowers party thereto Purchase Price; (ii) a counterpart of the Assignment; (iii) the Management Agreement and delivered Asset Management Agreement; and (iv) such other documents as may be reasonably requested by Seller to carry out the Agentintent of this Agreement or by the Title Company.