than five (5) days prior to
the date that Lender's approval of the Loan Assumption and Release expires.
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
(A) ALL MATTERS SET FORTH ON SCHEDULE 4.4 ATTACHED HERETO, (B) THE
STANDARD EXCEPTION REGARDING THE RIGHTS OF PARTIES IN POSSESSION, WHICH SHALL BE
LIMITED TO THOSE PARTIES IN POSSESSION PURSUANT TO THE LEASES AS TENANTS ONLY
(WITHOUT RIGHTS OF FIRST REFUSAL OR OPTIONS TO PURCHASE), AND (C) THE STANDARD
EXCEPTION PERTAINING TO TAXES, WHICH SHALL BE LIMITED TO TAXES AND ASSESSMENTS
NOT YET DUE AND 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; AND
4.4.5
ANY DEFECTS IN OR OBJECTIONS TO TITLE TO THE PROPERTY, OR TITLE
EXCEPTIONS OR ENCUMBRANCES, ARISING BY, THROUGH OR UNDER PURCHASER.
4.5
ASSUMED ENCUMBRANCES.
4.5.1
PURCHASER RECOGNIZES AND AGREES THAT, IN CONNECTION WITH THE LOANS 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.
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 CERTAIN REQUIREMENTS AS SET FORTH THEREIN TO
ALLOW 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 ONE OR MORE COMPLETE
APPLICATION(S) TO LENDER FOR ASSUMPTION OF THE LOANS TOGETHER WITH ALL DOCUMENTS
AND INFORMATION REQUIRED IN CONNECTION THEREWITH (COLLECTIVELY, THE "LOAN
ASSUMPTION APPLICATION").