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 (OR OTHERWISE
RESOLVE) 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;
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 (2) loans (collectively, the "Loans", each a "Loan") made to Seller by
Lender, the Property presently is 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.
After the Effective Date, Seller agrees that it will make available to
Purchaser (in the same manner in which Seller is permitted to make the Materials
available to Purchaser under Section 3.5.1) true and complete copies of all of
the Assumed Loan Documents (subject to Section 3.5.2).
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
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.
4.5.3
PURCHASER FURTHER ACKNOWLEDGES THAT THE ASSUMED LOAN DOCUMENTS
REQUIRE THE SATISFACTION BY PURCHASER OF