Common use of Assumed Encumbrances Clause in Contracts

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 Application Submittal Deadline. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of each Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each Loan Assumption Application.

Assumed Encumbrances. 4.5.1 4.5.1.1 Purchaser recognizes and agrees that, in connection with two loans (collectively, the Loans made by “Loan”), the applicable Lender, each Property presently is encumbered by (a) that certain Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement dated June 30, 2006 and recorded on July 6, 2006 in Official Records Book 15227 page 534 of the applicable public records of Pinellas County, Florida between Seller and Federal Home Loan Mortgage Corporation and (b) that certain Multifamily Mortgage, Assignment of Rents and Security Agreement dated June 30, 2006 and recorded on July 6, 2006 in Official Records Book 15227 page 605 of the public records of Pinellas County, Florida between Seller and Capmark Finance Inc. (collectively, the “Assumed Deed of Trust Mortgage”) and certain other security and related documents in connection with the applicable Loan (collectively, the “Assumed Encumbrances”). Each The Loan is evidenced by (x) that certain promissory note dated June 30, 2006 in the Note applicable stated principal amount of $4,039,568.00 and (y) that certain promissory note dated June 30, 2006 in the stated principal amount of $3,050,000.00 (collectively, the “Note,” and together with the Assumed Mortgage, the Assumed Encumbrances and any other documents executed by Seller in connection with the Loan which are provided to such Property. Within 5 days after Purchaser on or before the Effective Date, each the “Assumed Loan Documents”), executed by Seller agrees and payable to the order of the Lenders. Purchaser acknowledges that it will make available prior to the Effective Date, Seller has delivered to Purchaser (in the same manner in which such Seller is permitted to make the Materials available to Purchaser under Section 3.5.1) executed copies of the Assumed Loan Documents which are in such Seller’s possession or reasonable control Documents. Within three (subject to Section 3.5.2). 4.5.2 Purchaser agrees that, at the Closing, (a3) 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 business days after the Effective Date (the “Loan Assumption Application Submittal Deadline”)Date, Seller 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 make a complete application written request to the applicable Lender that Lender provide Seller and Purchaser with payoff statements or the like from Lender as to the total amounts due and owing to Lender, noting the outstanding principal amount, and all other sums due under the Loan, the date to which interest has been paid, and the balance on deposit with the Lender for assumption all escrows and reserves with respect to the Loan. Upon receipt by Seller from the Lender of each Loan together with all documents and information required in connection therewith (such payoff statements or the “Loan Assumption Application”). Purchaser agrees to provide Sellers’ Representative with like, Seller shall deliver a copy of each Loan Assumption Application and shall provide evidence of its submission thereof to each Lender on or before the Loan Assumption Application Submittal Deadline. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of each Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each Loan Assumption ApplicationPurchaser.

Assumed Encumbrances. 4.5.1 Purchaser recognizes and agrees that, in connection with a loan (the Loans "Loan") made to Seller by Keycorp Real Estate Capital Markets, Inc., as assigned to Federal Home Loan Mortgage Corporation (the applicable "Lender"), each the Property presently is encumbered by a deed of trust dated June 30, 2008 and recorded on July 1, 2008 at Reception No. 20081358, and re-recorded July 9, 2008 at reception No. 2008094512 (the applicable "Assumed Deed of Trust Trust") and certain other security and related documents in connection with the applicable Loan (collectively, the "Assumed Encumbrances"). Each The Loan is evidenced by that certain promissory note dated June 30, 2008 in the Note applicable stated principal amount of $14,082,000.00 (the "Note," and together with the Assumed Deed of Trust, the Assumed Encumbrances and any other documents executed by Seller in connection with the Loan, the "Assumed Loan Documents"), executed by Seller and payable to such Propertythe order of the Lender. Within 5 five (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 '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 's obligations under the Note and all of the other applicable Assumed Loan Documents and accept title to each the Property subject to the Assumed Deed of Trust and the Assumed Encumbrances applicable to such PropertyEncumbrances, 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 '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 ten (10) Business 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 the Loan Assumption and Release, including, without limitation, submitting a complete application to the applicable Lender for assumption of each the Loan together with all documents and information required in connection therewith (the “"Loan Assumption Application”"). Purchaser agrees to provide Sellers’ Representative Seller with a copy of each the Loan Assumption Application (excluding all confidential information) on or before the Loan Assumption Application Submittal Deadline and shall provide evidence of its submission to each Lender on or before the Loan Assumption Application Submittal Deadline. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of each the Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each the Loan Assumption Application. 4.5.4 Purchaser shall 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 also customary standard Lender "non-recourse carve-out" guaranties and 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 for correcting and re-submitting any deficiencies noted by Lender in connection with the Loan Assumption Application no later than three (3) Business Days after notification from Lender of such deficiency. Purchaser also shall provide Seller with a copy of any correspondence from Lender with respect to the Loan Assumption Application no later than three (3) Business Days after receipt of such correspondence from Lender. Purchaser acknowledges that Lender's assumption guidelines may not be consistent with the provisions of the Assumed Loan Documents concerning the Loan Assumption and Release. Purchaser shall coordinate with the Lender to comply with the appropriate provisions of both the Assumed Loan Documents and Lender assumption guidelines in order to allow for the Loan Assumption and Release. 4.5.5 Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, title fees and endorsement fees) imposed or charged by the Lender or its counsel (such fees and expenses collectively being referred to as the "Lender Fees"), in connection with the Loan Assumption Application and the Loan Assumption and Release. 4.5.6 Seller shall assign all of its right, title and interest in and to all reserves, impounds and other accounts held by Lender in connection with the Loan, and at Closing, Purchaser shall remit to Seller an amount equal to the balance of such reserves, impounds and accounts so assigned. Additionally, Purchaser shall be responsible for funding any additional or increased reserves, impounds or accounts required by Lender to be maintained by Purchaser in connection with the Loan after the Loan Assumption and Release (the "Required Loan Fund Amounts"). 4.5.7 Purchaser agrees promptly to deliver to the Lender all documents and information required by the Assumed Loan Documents, and such other information or documentation as the Lender reasonably may request, including, without limitation, financial statements, income tax returns and other financial information for Purchaser and any required guarantor. Seller agrees that it will cooperate with Purchaser and Lender, at no cost or expense to Seller, in connection with Purchaser's application to Lender for approval of the Loan Assumption and Release. 4.5.8 To the extent required by Lender, no later than ten (10) days after the Effective Date, Purchaser shall order a Phase I Environmental study and/or property condition report (prepared by a consultant and engineer reasonably acceptable to Seller and Lender), and covenants that such Phase I Environmental study and/or property condition report shall be delivered to Seller and Lender no later than ten (10) days prior to the Closing Date in connection with and as a precondition to the Loan Assumption and Release. 4.5.9 If Purchaser fails to submit a complete Loan Assumption Application by the Loan Application Submittal Deadline, Seller may, as Seller's exclusive remedy, terminate this Contract, and the Deposit shall be immediately released by the Escrow Agent to Purchaser. 4.5.10 If Purchaser complies with its obligations under this Contract (including this Section 4.5) and the requirements of the Assumed Deed of Trust (including, without limitation, Section 21 of the Assumed Deed of Trust), in connection with obtaining the Loan Assumption and Release, and Purchaser uses diligent efforts to obtain the Loan Assumption and Release, but prior to September 7, 2010 (the "Loan Approval Period") Lender fails to provide its approval of the Loan Assumption and Release then, on or before the expiration of the Loan Approval Period, Purchaser shall have the right to give Seller and Escrow Agent written notice terminating this Contract on or before the date which is one (1) day after expiration of the Loan Approval Period (the "Loan Approval Termination"). In such event, this Contract shall be of no further force and effect, subject to and except for the Survival Provisions, and Escrow Agent shall forthwith return the Deposit to Purchaser. If Purchaser fails to provide Seller with the Loan Approval Termination prior to the expiration of the Loan Approval Period in strict accordance with the notice provisions of this Contract, Purchaser's right to terminate under this Section 4.5.10 shall be permanently waived, this Contract shall remain in full force and effect, the Deposit shall be non-refundable, except as otherwise herein expressly provided, and Purchaser's obligation to obtain the Lender's approval of the Loan Assumption and Release and to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1. Purchaser recognizes and agrees that, if the Loan Approval Period expires and Purchaser does not terminate this Contract, the Loan Assumption and Release shall not be a condition to Purchaser's obligation to close, and, if the Loan Assumption and Release is not obtained and the Closing has not occurred on or before the Closing Date, Purchaser shall be in default under this Contract, entitling the Seller to terminate this Contract, in which event the Deposit shall be immediately released to Seller by the Escrow Agent and this Contract shall be of no further force and effect, subject to and except for the Survival Provisions. 4.5.10.1 Provided that Purchaser is not in default under the terms of this Contract, Purchaser shall be permitted two (2) fifteen day (15-day) extensions of the Loan Approval Period specified in Section 4.5.10 by (i) delivering written notice to Seller no later than five (5) days prior to the then scheduled expiration of the Loan Approval Period, and (ii) simultaneously with each such notice to Seller, delivering to Escrow Agent the amount of $50,000.00, which amount when received by Escrow Agent shall be added to the Deposit hereunder, and shall be held, credited and disbursed in the same manner as provided hereunder with respect to the Deposit.

Assumed Encumbrances. 4.5.1 Purchaser recognizes and agrees that, in connection with a loan (the Loans "Loan") made to Seller by Xxxxxxx Capital Group, Inc. (the applicable "Lender"), each the Property presently is encumbered by a deed of trust dated May 31, 2006 and recorded June 6, 2006 in instrument number 20060606-0067085, as assigned to Federal Home Loan Mortgage Corporation in instrument number 20060606-0067087 (the applicable "Assumed Deed of Trust Trust") and certain other security and related documents in connection with the applicable Loan (collectively, the "Assumed Encumbrances"). Each The Loan is evidenced by that certain promissory note dated May 31, 2006 in the Note applicable stated principal amount of $8,700,000.00 (the "Note," and together with the Assumed Deed of Trust, the Assumed Encumbrances and any other documents executed by Seller in connection with the Loan, the "Assumed Loan Documents"), executed by Seller and payable to such Propertythe order of the Lender. Within 5 10 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 '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 's obligations under the Note and all of the other applicable Assumed Loan Documents and accept title to each the Property subject to the Assumed Deed of Trust and the Assumed Encumbrances applicable to such PropertyEncumbrances, 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 '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, in the event that Purchaser has not previously terminated this Contract under Section 3.2, Purchaser, at its sole cost and expense and within 15 30 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 submit an application to the applicable Lender for assumption of each the Loan together with all documents and information required in connection therewith (the “"Loan Assumption Application”"). Purchaser agrees to provide Sellers’ Representative Seller with a copy of each the Loan Assumption Application and shall provide evidence of its submission to each Lender on or before the Loan Assumption Application Submittal Deadline. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of each the Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each the Loan Assumption Application. 4.5.4 [Intentionally deleted]. 4.5.5 Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, title fees, endorsement fees, and other fees to release Seller of all liability under the Loan) imposed or charged by the Lender or its counsel (such fees and expenses collectively being referred to as the "Lender Fees"), in connection with the Loan Assumption Application and the Loan Assumption and Release. 4.5.6 Additionally, Purchaser at the Closing shall be responsible for (a) replacing (and increasing to the extent required by Lender) all reserves, impounds and other accounts required to be maintained in connection with the Loan, and (b) funding any additional reserves, impounds or accounts required by Lender to be maintained by Purchaser in connection with the Loan after the Loan Assumption and Release (the foregoing amounts in (a) and (b) collectively referred to herein as the "Required Loan Fund Amounts"). Any existing reserves, impounds and other accounts required to be replaced by Purchaser pursuant to the foregoing sentence shall be released in Good Funds to Seller at the Closing or as otherwise agreed between Lender and Seller. 4.5.7 Purchaser agrees promptly to deliver to the Lender all documents and information required by the Assumed Loan Documents, and such other information or documentation as the Lender reasonably may request, including, without limitation, financial statements, income tax returns and other financial information for Purchaser and any required guarantor. Seller agrees that it will cooperate with Purchaser and Lender, at no cost or expense to Seller, in connection with Purchaser's application to Lender for approval of the Loan Assumption and Release. 4.5.8 [Intentionally deleted]. 4.5.9 Purchaser shall be in default hereunder if Purchaser fails to submit a Loan Assumption Application by the Loan Assumption Application Submittal Deadline, in which event Seller may terminate this Contract and the Deposit shall be immediately released by the Escrow Agent to Seller. 4.5.10 Provided that (a) Purchaser fully complies with its obligations to file the Loan Assumption Application by the Loan Assumption Application Submittal Deadline under this Contract and (b) Purchaser does not obtain the consent of the Lender to the Loan Assumption and Release under terms and conditions satisfactory to Purchaser in its sole discretion within 60 days after the Effective Date (the “Loan Approval Period”), then Purchaser shall have the right to give Escrow Agent notice terminating this Contract on or before the expiration of the Loan Approval Period, in which event this Contract shall be of no further force and effect, subject to and except for Purchaser’s liability pursuant to Section 3.4 and any other provision of this Contract which survives such termination, and Escrow Agent shall forthwith return the Deposit to Purchaser. If Purchaser fails to provide Seller with written notice of termination prior to the expiration of the Loan Approval Period in strict accordance with the notice provisions of this Contract, Purchaser’s right to terminate under this Section 4.5.10 shall be permanently waived, this Contract shall remain in full force and effect, the Deposit shall be non-refundable, except as otherwise expressly provided herein, and Purchaser’s obligation to obtain the Lender’s approval of the Loan Assumption and Release and to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1. Purchaser recognizes and agrees that if the Loan Approval Period expires and Purchaser does not terminate this Contract, the Loan Assumption and Release shall not be a condition to Purchaser’s obligation to close, and, if the Loan Assumption and Release is not obtained and the Closing has not occurred on or before the Closing Date for that reason, Purchaser shall be in default under this Contract, entitling the Seller to terminate this Contract, in which event the Deposit shall be immediately released to Seller by the Escrow Agent and this Contract shall be of no further force and effect, subject to and except for Purchaser’s liability pursuant to Section 3.4 and any other provision of this Contract which survives such termination.

Assumed Encumbrances. 4.5.1 4.5.1. Purchaser recognizes and agrees that, in connection with a loan (the Loans “Loan”) made to Seller by Federal Home Loan Mortgage Corporation (as assignee of Capmark Finance Inc. (the applicable “Lender”), each the Property presently is encumbered by a deed of trust dated July 24, 2006 and recorded July 28, 2006 as instrument number 2006-1008352 of the applicable Official Records of Maricopa County, Arizona, and a deed of trust dated March 31, 2008 and recorded April 01, 2008 as instrument number 2008-286048 of the Official Records of Maricopa County, Arizona (collectively, the “Assumed Deed of Trust Trust”) and certain other security and related documents in connection with the applicable Loan (collectively, the “Assumed Encumbrances”). Each The Loan is evidenced by that certain promissory note dated as of July 26, 2006 in the Note applicable stated principal amount of $14,400,000.00 and that certain promissory note dated as of March 31, 2008 in the stated principal amount of $5,770,000.00 (collectively, the “Note,” and together with the Assumed Deed of Trust, the Assumed Encumbrances and any other documents executed by Seller in connection with the Loan, the “Assumed Loan Documents”), executed by Seller and payable to such Propertythe order of the Lender. Within 5 days 3 Business 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 4.5.2. Purchaser agrees that, at the ClosingClosing and subject to Lender’s approval, (a) Purchaser shall assume the applicable Seller’s obligations under the Note and all of the other applicable Assumed Loan Documents upon terms and conditions acceptable to Purchaser in Purchaser’s commercially reasonable discretion and accept title to each the Property subject to the Assumed Deed of Trust and the Assumed Encumbrances applicable to such PropertyEncumbrances, 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 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 applicable Note 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 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 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 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 use commercially reasonable efforts to satisfy the requirements set forth in the Assumed Loan Documents to allow for each the Loan Assumption and Release, including, without limitation, submitting a complete application to the applicable Lender for assumption of each the Loan together with all documents and information required in connection therewith (the “Loan Assumption Application”). Purchaser agrees to provide Sellers’ Representative Seller with a copy of each 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 each 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 each the Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each the Loan Assumption Application.

Assumed Encumbrances. 4.5.1 Purchaser recognizes and agrees that, in connection with two (2) loans (collectively, the Loans " Loans", each a “Loan”) made to Seller by the applicable Lender, each the Property presently is encumbered by the applicable Assumed Deed Deeds of Trust and certain other security and related documents in connection with the applicable Loans (collectively, the " Assumed Encumbrances"). Each Loan is The Loans are evidenced by the Note applicable to such PropertyNotes. Within 5 days after After the Effective Date, each Seller agrees that it will make available deliver 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 's obligations under the Note Notes and all of the other applicable Assumed Loan Documents and accept title to each the Property subject to the Assumed Deed Deeds of Trust and the Assumed Encumbrances applicable to such PropertyEncumbrances, 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 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 the applicable Seller, AIMCO or their respective affiliates (the “" Specific AIMCO Provisions”"), and (y) unless a Lender otherwise agrees in such Lender’s '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 the Loan Assumption and Release, including, without limitation, submitting a one or more complete application application(s) to the applicable Lender for assumption of each Loan the Loans together with all documents and information required in connection therewith (collectively, the “" Loan Assumption Application”"). Purchaser agrees to provide Sellers’ Representative Seller with a copy of each 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 to each Lender on or before the Loan Assumption Application Submittal Deadline. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of each the Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to such Lender in connection with each the Loan Assumption Application. 4.5.4 Purchaser shall 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 “non-recourse carve-out” guaranty and environmental indemnity in favor of Lender. Purchaser shall be responsible at its sole cost and expense for correcting and re-submitting any deficiencies noted by Lender in connection with the Loan Assumption Application no later than 3 Business Days after notification from Lender of such deficiency. Purchaser also shall provide Seller with a copy of any correspondence from Lender with respect to the Loan Assumption Application no later than 3 Business Days after receipt of such correspondence from Lender. Purchaser acknowledges that Lender's assumption guidelines may not be consistent with the provisions of the Assumed Loan Documents concerning the Loan Assumption and Release. Purchaser shall coordinate with the Lender to comply with the appropriate provisions of both the Assumed Loan Documents and Lender assumption guidelines in order to allow for the Loan Assumption and Release. 4.5.5 Purchaser shall pay all fees and expenses (including, without limitation, all servicing fees and charges, transfer fees, assumption fees, title fees, endorsement fees, and other fees to release Seller of all liability under the Loans) imposed or charged by the Lender or its counsel (such fees and expenses collectively being referred to as the " Lender Fees"), in connection with the Loan Assumption Application and the Loan Assumption and Release. 4.5.6 Seller shall assign all of its right, title and interest in and to all reserves, impounds and other accounts held by Lender in connection with the Loans, and at Closing, Purchaser shall pay to Seller an amount equal to the balance of such reserves, impounds and accounts so assigned. Additionally, Purchaser shall be responsible for funding any additional or increased reserves, impounds or accounts required by Lender to be maintained by Purchaser in connection with the Loans after the Loan Assumption and Release (the " Required Loan Fund Amounts"). 4.5.7 Purchaser agrees promptly to deliver to the Lender all documents and information required by the Assumed Loan Documents, and such other information or documentation as the Lender reasonably may request, including, without limitation, financial statements, income tax returns and other financial information for Purchaser and any required guarantor. Seller agrees that it will cooperate with Purchaser and Lender in connection with Purchaser’s application to Lender for approval of the Loan Assumption and Release. 4.5.8 No later than 10 days after the Effective Date, Purchaser shall order a Phase I Environmental study and a property condition report (each prepared by engineers and/or consultants reasonably acceptable to Lender), and covenants that such Phase I Environmental study and property condition report shall be delivered to Seller and Lender no later than 10 days prior to the Closing Date in connection with and as a precondition to the Loan Assumption and Release. 4.5.9 If (a) Purchaser complies in all material respects with its obligations under this Contract (including this Section 4.5) and the requirements of the Assumed Loan Documents in connection with obtaining the Loan Assumption and Release, (b) Purchaser uses commercially reasonable efforts to diligently obtain the Loan Assumption and Release, and (c) Purchaser is unable to obtain the consent of the Lender to the Loan Assumption and Release on or before August 31, 2009 (the “ Loan Assumption Approval Period”), then Purchaser shall have the right, on or before the expiration of the Loan Assumption Approval Period to give Seller and Escrow Agent notice terminating this Contract based solely on the fact that the Loan Assumption and Release has not been approved by the Lender, in which event this Contract shall be of no further force and effect, subject to and except for the Survival Provisions, and Escrow Agent shall forthwith return the Deposit to Purchaser. 4.5.10 Purchaser shall be in default hereunder if (i) Purchaser fails to submit a complete Loan Assumption Application by the Loan Assumption Application Submittal Deadline, (ii) Purchaser fails to use commercially reasonable efforts to diligently obtain Lender's consent to the Loan Assumption and Release during the Loan Assumption Approval Period or (iii) the Loan Assumption Approval Period expires, Purchaser is entitled to, but does not terminate this Contract, and thereafter Purchaser fails to obtain the Loan Assumption and Release prior to the Closing Date, in which event Seller may terminate this Contract and the Deposit shall be immediately released by the Escrow Agent to Seller.