To receive a GEM UCC Sale Confidentiality Agreement required for additional information, contact Jeff Jacobson at jjacobson@mjpartners.com or Marc Boorstein at mboorstein@mjpartners.com or call (312) 726-5800.  MJ Partners, 150 S. Wacker Dr. Suite 2100, Chicago, IL 60606.

 

Secured Creditor's Sale

Sale Date: March 10, 2010 at 10:00 a.m. CST

Location: Pircher, Nichols & Meeks, 900 North Michigan Avenue, Suite 1050, Chicago, Illinois 60611

Debtor Entities: New River Holdings LLC, SunRidge Holdings LLC and Vineyard Holdings LLC (collectively, the “Debtors”).

Description of Property to be Sold: The membership interests owned by the Debtors in the following limited liability companies, all of which own and operate an extended-stay hotel (collectively, the “Collateral”):

• Vineyard San Antonio 1 LLC, a Nevada limited liability company, operating a facility in San Antonio, Texas; • Vineyard Austin 2 LLC, a Nevada limited liability company, operating a facility in Round Rock, Texas; and • SunRidge Murfreesboro LLC, a Nevada limited liability company, operating a facility in Murfreesboro, Tennessee.

GEM VP Lending, LLC, as secured creditor (“Secured Creditor”), will sell to the highest qualified bidder all of its right, title and interest in and to the Collateral at the date and location set forth above. Secured Creditor will sell the Collateral pursuant to Section 9-610 of the Uniform Commercial Code. There is no warranty relating to title, possession, quiet enjoyment or the like in the disposition of the Collateral.

THE COLLATERAL IS SOLD AS IS AND THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY, FITNESS OR OTHERWISE.

The Secured Party or its designee reserves the right to bid for the Collateral at the sale and the right to credit bid some or all of its secured debt towards the purchase price.

Inquiries should be directed to: Jeff Jacobson, 312.726.5800x014, jjacobson@mjpartners.com or Marc A. Boorstein, 312.726.5800x013, mboorstein@mjpartners.com, MJ Partners Real Estate Services, 150 S. Wacker Drive, Chicago, Illinois 60606.

 

No Representations or Warranties. Unless otherwise defined, all capitalized terms herein are defined as set forth in the Confidentiality Agreement previously executed by any person or entity with access to this datasite. The Potential Bidder acknowledges that neither GEM VP Lending, GEM VP Lending’s Broker, any of their Representatives, nor any other party, makes any representation or warranty in respect of the Confidential Information (including, without limitation, all information contained on this on-line datasite) or in any other written or oral communications transmitted or made available to Potential Bidder. Potential Bidder represents, warrants and covenants to GEM VP Lending that it shall rely solely upon its own investigation of the Property Owners and the Properties, including, without limitation, each Property’s physical, environmental or economic condition, operations, dimensions, descriptions, soil condition, suitability, compliance or lack of compliance with any state, federal, county or local law, ordinance, order, permit or regulation or any other attribute or matter relating thereto, and, without limitation, any matter relating to any Property Owner, including its financial condition. Any information provided by GEM VP Lending or GEM VP Lending’s Broker, their respective Representatives, or by any surveyors, architects, engineers, escrow agents, title companies, governmental authorities or any other person or entity (including those retained or contacted by GEM VP Lending or GEM VP Lending’s Broker) with respect to any of the Property Owners or the Properties, including the Confidential Information, shall not create or give rise to any liability of or against GEM VP Lending or its affiliates, GEM VP Lending's Broker, or any of their Representatives. Each Property is offered “as-is, where is”, with all faults, and, without limitation, GEM VP Lending makes and shall make no guarantee, representation or warranty (including, without limitation, any representation or warranty of merchantability or fitness), express or implied, as to the existence or nonexistence of other liens, the quantity, quality condition or description of the Properties, the value of the Properties or any person or entity’s rights in or title to the Properties. The transfer of each Property will be made without recourse and without representation or warranty by GEM VP Lending, and subject to all defenses by GEM VP Lending. Without limiting the foregoing, any purchaser must purchase the applicable membership interests subject to the terms and conditions of the governing documents of the applicable limited liability companies whose membership interests are subject to the public sale (including the applicable operating agreements). Without further limitation, no information provided to a prospective bidder in response to any request for information shall constitute a representation or warranty of any kind with respect to such information, the Property Owners or the Properties or the public sale. Without further limitation, neither GEM VP Lending, nor GEM VP Lending’s Broker, nor any of their Representatives has made, and shall not make and specifically negates and disclaims, any representations, warranties or guaranties or assurances of any kind or character, whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the following:(i) whether the purchase of the membership interests pursuant to the UCC Sale may result in a default under the applicable mortgage loans encumbering the Properties (collectively, the “Mortgage Loans”) if the Mortgage Loans are not defeased or repaid, respectively, in accordance with the applicable loan documents, (ii) whether the terms of the documents evidencing and securing the Mortgage Loans contain restrictions related to the repayment, defeasance and assumption of the mortgage debt, and (iii) whether the prospective bidder may acquire a license or be approved as a licensee of Value Place Franchise Services LLC, a Kansas limited liability company. Note that GEM VP Lending may have additional information not included on this online datasite, including information that it is contractually or legally prohibited from providing to potential bidders due to restrictions in confidentiality agreements or otherwise. Without further limitation, Potential Bidders are encouraged to perform such due diligence as they deem necessary.