Contract, in which event Purchaser shall be
deemed to have approved the New Exception.
If Purchaser fails to notify Sellers
of its election to terminate this Contract in accordance with the foregoing
sentence within 10 days after the expiration of the New Exception Review Period,
Purchaser shall be deemed to have elected to approve and irrevocably waive any
objections to the New Exception.
4.5
ASSUMED ENCUMBRANCES
4.5.1
PURCHASER RECOGNIZES AND AGREES THAT, IN CONNECTION WITH THE LOANS MADE
BY THE APPLICABLE LENDER, EACH PROPERTY IS ENCUMBERED BY THE APPLICABLE ASSUMED
DEED OF TRUST AND THE APPLICABLE ASSUMED ENCUMBRANCES.
EACH LOAN IS EVIDENCED
BY THE NOTE APPLICABLE TO SUCH PROPERTY.
WITHIN 5 DAYS AFTER THE EFFECTIVE
DATE, EACH SELLER AGREES THAT IT WILL MAKE AVAILABLE TO PURCHASER (IN THE SAME
MANNER IN WHICH SUCH SELLER IS PERMITTED TO MAKE THE MATERIALS AVAILABLE TO
PURCHASER UNDER SECTION 3.5.1) COPIES OF THE ASSUMED LOAN DOCUMENTS WHICH ARE IN
SUCH 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 THE
APPLICABLE SELLER'S OBLIGATIONS UNDER THE NOTE AND ALL OF THE OTHER APPLICABLE
ASSUMED LOAN DOCUMENTS AND ACCEPT TITLE TO EACH PROPERTY SUBJECT TO THE ASSUMED
DEED OF TRUST AND THE ASSUMED ENCUMBRANCES APPLICABLE TO SUCH PROPERTY, AND (B)
THE APPLICABLE LENDER SHALL RELEASE THE APPLICABLE 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 APPLICABLE NOTE (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 THE
APPLICABLE SELLER, AIMCO OR THEIR RESPECTIVE AFFILIATES (THE "SPECIFIC AIMCO
PROVISIONS"), AND (Y) UNLESS A LENDER OTHERWISE AGREES IN SUCH 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 USE COMMERCIALLY REASONABLE
EFFORTS TO SATISFY THE REQUIREMENTS SET FORTH IN THE ASSUMED LOAN DOCUMENTS TO
ALLOW FOR EACH LOAN ASSUMPTION AND RELEASE, INCLUDING, WITHOUT LIMITATION,
SUBMITTING A COMPLETE APPLICATION TO THE APPLICABLE LENDER FOR ASSUMPTION OF
EACH LOAN TOGETHER WITH ALL DOCUMENTS AND INFORMATION REQUIRED IN CONNECTION
THEREWITH (THE "LOAN ASSUMPTION APPLICATION").
PURCHASER AGREES TO PROVIDE
SELLERS' REPRESENTATIVE WITH A COPY OF EACH LOAN ASSUMPTION APPLICATION AND
SHALL PROVIDE EVIDENCE OF ITS SUBMISSION TO EACH LENDER ON OR BEFORE THE LOAN
ASSUMPTION