OF THE OTHER ASSUMED LOAN DOCUMENTS UPON TERMS AND CONDITIONS ACCEPTABLE TO
PURCHASER IN PURCHASER'S COMMERCIALLY REASONABLE DISCRETION AND ACCEPT TITLE TO
THE PROPERTY SUBJECT TO THE ASSUMED DEED OF TRUST AND THE ASSUMED ENCUMBRANCES,
AND (B) THE LENDER SHALL RELEASE SELLER, AS WELL AS ANY GUARANTORS AND OTHER
OBLIGATED PARTIES UNDER THE ASSUMED LOAN DOCUMENTS, FROM THEIR OBLIGATIONS UNDER
THE ASSUMED LOAN DOCUMENTS (AND ANY RELATED GUARANTEES OR LETTERS OF CREDIT),
INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO MAKE PAYMENTS OF PRINCIPAL AND
INTEREST UNDER THE NOTE, ARISING FROM AND AFTER THE CLOSING DATE OR WITH RESPECT
TO ENVIRONMENTAL CONDITIONS NOT EXISTING PRIOR TO THE CLOSING DATE
(COLLECTIVELY, THE FOREGOING (A) AND (B) REFERRED TO HEREIN AS THE "LOAN
ASSUMPTION AND RELEASE").
PURCHASER ACKNOWLEDGES AND AGREES THAT (X) CERTAIN OF
THE PROVISIONS OF THE ASSUMED LOAN DOCUMENTS MAY HAVE BEEN NEGOTIATED FOR THE
EXCLUSIVE BENEFIT OF SELLER, AIMCO OR THEIR RESPECTIVE AFFILIATES (THE "SPECIFIC
AIMCO PROVISIONS"), AND (Y) UNLESS LENDER OTHERWISE AGREES IN LENDER'S SOLE AND
ARBITRARY DISCRETION, PURCHASER WILL NOT BE PERMITTED TO ASSUME THE BENEFIT OF
THE SPECIFIC AIMCO PROVISIONS AND THE SAME SHALL BE OF NO FURTHER FORCE OR
EFFECT FROM AND AFTER THE CLOSING DATE.
4.5.3.
PURCHASER FURTHER ACKNOWLEDGES THAT THE ASSUMED LOAN DOCUMENTS
REQUIRE THE SATISFACTION BY PURCHASER OF CERTAIN REQUIREMENTS AS SET FORTH
THEREIN TO APPLY FOR THE LOAN ASSUMPTION AND RELEASE.
ACCORDINGLY, PURCHASER,
AT ITS SOLE COST AND EXPENSE AND WITHIN 15 DAYS AFTER THE EFFECTIVE DATE (THE
"LOAN ASSUMPTION APPLICATION SUBMITTAL DEADLINE"), SHALL SATISFY THE
REQUIREMENTS SET FORTH IN THE ASSUMED LOAN DOCUMENTS TO ALLOW FOR THE LOAN
ASSUMPTION AND RELEASE, INCLUDING, WITHOUT LIMITATION, SUBMITTING A COMPLETE
APPLICATION TO LENDER FOR ASSUMPTION OF THE LOAN TOGETHER WITH ALL DOCUMENTS AND
INFORMATION REQUIRED IN CONNECTION THEREWITH (THE "LOAN ASSUMPTION
APPLICATION").
PURCHASER AGREES TO PROVIDE SELLER WITH A COPY OF THE LOAN
ASSUMPTION APPLICATION NO LATER THAN 2 BUSINESS DAYS PRIOR TO THE LOAN
ASSUMPTION APPLICATION SUBMITTAL DEADLINE AND SHALL PROVIDE EVIDENCE OF ITS
SUBMISSION OF THE LOAN ASSUMPTION APPLICATION TO LENDER ON OR BEFORE THE LOAN
ASSUMPTION APPLICATION SUBMITTAL DEADLINE; PROVIDED SUCH EVIDENCE SHALL NOT
INCLUDE ANY SUPPORTING FINANCIAL STATEMENTS, TAX RETURNS, ORGANIZATIONAL
DOCUMENTS, OR OTHER MATERIALS OR CORRESPONDENCE BETWEEN PURCHASER AND LENDER.
PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS SOLELY RESPONSIBLE FOR THE
PREPARATION AND SUBMITTAL OF THE LOAN ASSUMPTION APPLICATION, INCLUDING THE
COLLECTION OF ALL MATERIALS, DOCUMENTS, CERTIFICATES, FINANCIALS, SIGNATURES,
AND OTHER ITEMS REQUIRED TO BE SUBMITTED TO LENDER IN CONNECTION WITH THE LOAN
ASSUMPTION APPLICATION.
4.5.4.
PURCHASER SHALL COMPLY AND SHALL CAUSE ITS AFFILIATES TO COMPLY WITH
LENDER'S ASSUMPTION GUIDELINES IN CONNECTION WITH THE LOAN ASSUMPTION AND
RELEASE, AND, IF REQUIRED BY THE LENDER, PURCHASER SHALL CAUSE SUCH OTHER PERSON
OR ENTITY REASONABLY ACCEPTABLE TO THE LENDER, TO EXECUTE AND DELIVER A
CUSTOMARY "NON-RECOURSE CARVE-OUT" GUARANTY AND SUCH OTHER GUARANTY(S), IF ANY,
WHICH ARE A PART OF THE ASSUMED LOAN DOCUMENTS AND A CUSTOMARY ENVIRONMENTAL
INDEMNITY IN FAVOR OF LENDER.
PURCHASER SHALL BE RESPONSIBLE AT ITS SOLE COST
AND EXPENSE