ENCUMBERED BY THE ASSUMED DEEDS OF TRUST AND CERTAIN OTHER
SECURITY AND RELATED DOCUMENTS IN CONNECTION WITH THE LOANS (COLLECTIVELY, THE
"ASSUMED ENCUMBRANCES").
THE LOANS ARE EVIDENCED BY THE NOTES.
PURCHASER
ACKNOWLEDGES THAT, PRIOR TO THE EFFECTIVE DATE, PURCHASER HAS RECEIVED FROM
SELLER TRUE AND COMPLETE COPIES OF THE ASSUMED LOAN DOCUMENTS WHICH ARE IN
SELLER'S POSSESSION OR REASONABLE CONTROL.
4.5.2
PURCHASER AGREES THAT, AT THE CLOSING, (A) PURCHASER SHALL ASSUME
SELLER'S OBLIGATIONS UNDER THE NOTES AND ALL OF THE OTHER ASSUMED LOAN DOCUMENTS
ARISING FROM AND AFTER THE CLOSING AND ACCEPT TITLE TO THE PROPERTY SUBJECT TO
THE ASSUMED DEEDS 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 ALL 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
NOTES (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.
THE TERM "SPECIFIC AIMCO PROVISIONS"
SHALL BE LIMITED TO:
(I) THE MODIFICATIONS SET FORTH IN EXHIBIT A TO THE NOTES,
(II) THE MODIFICATIONS SET FORTH IN EXHIBIT B TO THE ASSUMED DEEDS OF TRUST AND
(III) EXHIBIT A TO THE GUARANTEES THAT SECURE THE LOANS.
4.5.3
PURCHASER FURTHER ACKNOWLEDGES THAT THE ASSUMED LOAN DOCUMENTS REQUIRE
THE SATISFACTION BY PURCHASER OF CERTAIN REQUIREMENTS AS SET FORTH THEREIN TO
ALLOW FOR THE LOAN ASSUMPTION AND RELEASE.
ACCORDINGLY, PURCHASER, AT ITS SOLE
COST AND EXPENSE AND WITHIN 20 DAYS AFTER THE EFFECTIVE DATE (THE "LOAN
ASSUMPTION APPLICATION SUBMITTAL DEADLINE"), SHALL SUBMIT ONE OR MORE
APPLICATION(S) TO LENDER FOR ASSUMPTION OF THE LOANS AND SHALL USE COMMERCIALLY
REASONABLE GOOD FAITH EFFORTS TO FURNISH ALL DOCUMENTS AND INFORMATION
REASONABLY REQUIRED IN CONNECTION THEREWITH (COLLECTIVELY, THE "LOAN ASSUMPTION
APPLICATION").
SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
LENDER TO DELIVER THE LOAN ASSUMPTION PACKAGE(S) TO PURCHASER PROMPTLY AFTER THE
EFFECTIVE DATE.
ON OR BEFORE THE LOAN ASSUMPTION APPLICATION SUBMITTAL
DEADLINE, PURCHASER AGREES TO PROVIDE SELLER NOTICE THAT PURCHASER HAS SUBMITTED
TO LENDER THE LOAN ASSUMPTION APPLICATION.
SUBJECT TO SELLER'S DUTY TO
COOPERATE AS SET FORTH IN SECTION 4.5.7 BELOW, 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 REASONABLY
REQUIRED TO BE SUBMITTED TO LENDER IN CONNECTION WITH THE LOAN ASSUMPTION
APPLICATION.
4.5.4
PURCHASER SHALL USE COMMERCIALLY REASONABLE GOOD FAITH EFFORTS