If
Purchaser fails to timely exercise such right, Purchaser shall be deemed to
accept the Title Documents and Survey with resolution, if any, of the Objections
set forth in the Response Notice (or if no Response Notice is tendered, without
any resolution of the Objections) and without any reduction or abatement of the
Purchase Price.
4.4.
PERMITTED EXCEPTIONS.
The Deed delivered pursuant to this Contract shall be subject to the
following, all of which shall be deemed " Permitted Exceptions":
4.4.1.
ALL MATTERS SHOWN IN THE TITLE DOCUMENTS AND THE SURVEY, OTHER THAN
(A) THOSE OBJECTIONS, IF ANY, WHICH SELLER HAS AGREED TO CURE PURSUANT TO THE
RESPONSE NOTICE UNDER SECTION 4.3, (B) MECHANICS' LIENS AND TAXES DUE AND
PAYABLE WITH RESPECT TO THE PERIOD PRECEDING CLOSING, (C) THE STANDARD EXCEPTION
REGARDING THE RIGHTS OF PARTIES IN POSSESSION, WHICH SHALL BE LIMITED TO THOSE
PARTIES IN POSSESSION PURSUANT TO THE LEASES, AND (D) THE STANDARD EXCEPTION
PERTAINING TO TAXES, WHICH SHALL BE LIMITED TO TAXES AND ASSESSMENTS PAYABLE IN
THE YEAR IN WHICH THE CLOSING OCCURS AND SUBSEQUENT TAXES AND ASSESSMENTS;
4.4.2.
ALL LEASES AS TENANTS ONLY;
4.4.3.
THE ASSUMED ENCUMBRANCES;
4.4.4.
APPLICABLE ZONING AND GOVERNMENTAL REGULATIONS AND ORDINANCES;
4.4.5.
ANY DEFECTS IN OR OBJECTIONS TO TITLE TO THE PROPERTY, OR TITLE
EXCEPTIONS OR ENCUMBRANCES, ARISING BY, THROUGH OR UNDER PURCHASER; AND
4.4.6.
THE TERMS AND CONDITIONS OF THIS CONTRACT.
4.5.
ASSUMED ENCUMBRANCES.
4.5.1.
PURCHASER RECOGNIZES AND AGREES THAT, IN CONNECTION WITH TWO LOANS
(TOGETHER, THE " LOAN") MADE TO SELLER BY FANNIE MAE (AS ASSIGNEE OF KEYCORP
REAL ESTATE CAPITAL MARKETS, INC.) (THE " LENDER"), THE PROPERTY PRESENTLY IS
ENCUMBERED BY (A) A MULTIFAMILY DEED OF TRUST ASSIGNMENT OF RENTS AND SECURITY
AGREEMENT AND FIXTURE FILING DATED JUNE 26, 2003 AND RECORDED JUNE 27, 2003, AND
(B) A MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND
FIXTURE FILING DATED MARCH 31, 2009 AND RECORDED APRIL 1, 2009 ((A) AND (B)
TOGETHER, THE " ASSUMED DEED OF TRUST") AND CERTAIN OTHER SECURITY AND RELATED
DOCUMENTS IN CONNECTION WITH THE LOAN (COLLECTIVELY, THE " ASSUMED
ENCUMBRANCES").
THE LOAN IS EVIDENCED BY (X) THAT CERTAIN PROMISSORY NOTE DATED
JUNE 26, 2003 IN THE STATED PRINCIPAL AMOUNT OF $6,000,000.00, AND (Y) THAT
CERTAIN PROMISSORY NOTE DATED MAR" NOTE," AND TOGETHER WITH THE ASSUMED DEED OF
TRUST, THE ASSUMED ENCUMBRANCES AND ANY OTHER DOCUMENTS EXECUTED BY SELLER IN
CONNECTION WITH THE LOAN, THE " ASSUMED LOAN DOCUMENTS"), EXECUTED BY SELLER AND
PAYABLE TO THE ORDER OF THE LENDER.
PRIOR TO THE EFFECTIVE DATE, SELLER MADE
AVAILABLE TO PURCHASER (IN THE SAME MANNER IN WHICH SELLER IS PERMITTED TO MAKE
THE MATERIALS AVAILABLE TO PURCHASER UNDER SECTION 3.5.1) COPIES OF THE ASSUMED
LOAN DOCUMENTS WHICH ARE IN SELLER'S POSSESSION OR REASONABLE CONTROL (SUBJECT
TO SECTION 3.5.2).
4.5.2.
PURCHASER AGREES THAT, AT THE CLOSING, (A) PURCHASER SHALL ASSUME
SELLER'S OBLIGATIONS UNDER THE NOTE AND ALL OF THE OTHER ASSUMED LOAN DOCUMENTS
AND ACCEPT TITLE TO THE PROPERTY SUBJECT TO THE DEED OF TRUST