Common use of Seller Financing Clause in Contracts

Seller Financing. At Closing, Sellers (or such other AIMCO-affiliated entity as Sellers may select) will offer partial financing to the applicable Purchaser’s Designated Entities for Purchaser’s acquisition of (i) the Runaway Bay I Property, (ii) the Xxxxxx’x Pointe Property, and (iii) the Xxxx Bridge Crossing Property (collectively, the “Seller Loans”). The Seller Loans shall be in an amount equal to $3,250,000 with respect to Runaway Bay I, $2,250,000 with respect to Xxxxxx’x Pointe, and $2,200,000 with respect to Xxxx Bridge Crossing. The applicable Seller and Purchaser shall cooperate, using commercially reasonable efforts, to obtain the consent of the applicable Assumption Lender to (a) the recording of a second lien mortgage or deed of trust, as applicable, against the applicable Property as security for that Seller Loan; and (b) authorization for AIMCO or its designated affiliate to assume management responsibilities at the applicable Property in the event of a default by Purchaser (or the applicable Purchaser’s Designated Entity) under the applicable Seller Loan (regardless of whether a default has occurred under the senior Assumed Loan). In the event the parties are unable to obtain an Assumption Lender’s consent to the imposition of a second lien on the applicable Property, such Seller Loan shall be secured by a pledge of 100% of the ownership interests in such Purchaser’s Designated Entity owning such Property and providing, without limitation, for AIMCO or its designated affiliate to assume management of the applicable entity and of the Property upon a default under such Seller Loan. Interest shall be payable on the Runaway Bay I Seller Loan at a rate of 0% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxxxx’x Pointe Seller Loan at a rate of 3.5% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxx Bridge Crossing Seller Loan at a rate of 1.4% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Prior to the Closing Date, Purchaser and Sellers shall agree upon the forms of the loan documents to be executed by the parties with respect to the Seller Loans (including, without limitation, promissory notes, which shall not be subject to offset) (collectively, the “Loan Documents”).

Seller Financing. At ClosingSeller shall make a non-recourse (subject to reasonable, Sellers customary non-recourse carveouts) first lien loan to Buyer at Closing (or such other AIMCO-affiliated entity as Sellers may select“Seller Loan”) will offer partial financing to 58 in accordance with the applicable Purchaser’s Designated Entities for Purchaser’s acquisition of following terms and conditions: (i) the Runaway Bay I PropertySeller Loan shall be in the amount of seventy-five percent (75%) loan to value (i.e., allocated purchase price) equal to $200,000,000.00, as determined by Buyer; (ii) Buyer shall pay monthly interest only on the Xxxxxx’x Pointe Property, and Seller Loan in arrears at an annual rate equal to one (1) month LIBOR plus 150 bps; (iii) the Xxxx Bridge Crossing Property (collectively, the “Seller Loans”). The Seller Loans shall be in an amount equal to $3,250,000 with respect to Runaway Bay I, $2,250,000 with respect to Xxxxxx’x Pointe, and $2,200,000 with respect to Xxxx Bridge Crossing. The applicable Seller and Purchaser shall cooperate, using commercially reasonable efforts, to obtain the consent of the applicable Assumption Lender to (a) the recording of a second lien mortgage or deed of trust, as applicable, against the applicable Property as security for that Seller Loan; and (b) authorization for AIMCO or its designated affiliate to assume management responsibilities at the applicable Property in the event of a default by Purchaser (or the applicable Purchaser’s Designated Entity) under the applicable Seller Loan (regardless of whether a default has occurred under the senior Assumed Loan). In the event the parties are unable to obtain an Assumption Lender’s consent to the imposition of a second lien on the applicable Property, such Seller Loan shall be secured by a pledge first priority mortgage lien (or the equivalent in the relevant jurisdiction) on the Assets identified on Schedule 14.33 attached hereto and incorporated herein (subject to the substitution rights of Buyer, the “Secured Properties”); (iv) the Seller Loan may not be prepaid prior to January 1, 2016 (other than in connection with a casualty or condemnation of a Secured Property); (v) the Seller Loan may be prepaid in full or in part from time to time after January 1, 2016 without any prepayment fee or premium; and (vi) the maturity date for the Seller Loan shall be December 31, 2016. Drafts of the proposed loan documents for the Seller Loan (collectively, the “Seller Loan Documents”) shall be delivered by Seller to Buyer within three (3) Business Days after the execution of this Agreement. Seller and Buyer shall use commercially reasonable and good-faith efforts to negotiate the Seller Loan Documents prior to the expiration of the Inspection Period. The Seller Loan Documents shall provide, among other things, that (i) after January 1, 2016, if Buyer, from time to time, prepays a portion of the Seller Loan, Seller shall release its first lien upon payment of a release price equal to one hundred five percent (105%) of the allocated portion of the Seller Loan to such Asset; provided, however, that in connection with a release due to a casualty or condemnation, any such release shall be at a release price of 100% of the ownership interests in such Purchaserapplicable allocated loan amount; (ii) the Secured Properties shall be cross-collateralized; and (iii) Buyer may, from time to time, substitute replacement Assets for any Assets encumbered by Seller’s Designated Entity owning such Property and providingfirst lien (at par) subject to Seller’s prior approval, without limitationnot to be unreasonably withheld, for AIMCO conditioned or its designated affiliate delayed. The Seller Loan Documents shall be governed by New York law (except with respect to assume management enforcement of remedies under each mortgage (or equivalent), which shall be governed by the laws of the applicable entity state). Each of Buyer and Seller shall be responsible for its own legal fees in connection with the negotiation and closing of the Property upon a default under such Seller Loan. Interest shall be payable on the Runaway Bay I Seller Loan at a rate of 0% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxxxx’x Pointe Seller Loan at a rate of 3.5% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxx Bridge Crossing Seller Loan at a rate of 1.4% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Prior to the Closing Date, Purchaser and Sellers shall agree upon the forms of the loan documents to be executed by the parties with With respect to the Secured Properties, Seller, in its capacity as the lender under the Seller Loans Loan, shall accept such state of title and survey matters (including, without limitation, promissory notesany such matters to which Buyer has objected and Seller has declined or failed to cure), which such physical and environmental conditions and other matters as exist on the date hereof and/or on the date of closing and Seller shall close the Seller Loan notwithstanding any such matters or conditions; provided, however, that the foregoing shall not restrict or limit Buyer’s right to object to any such matter or condition and/or limit any rights and/or remedies of Buyer otherwise set forth in this Agreement on account of any such matter(s). Receipt of tenant estoppels and/or subordination, non-disturbance and attornment agreements in favor of Seller, as lender, shall not be a condition to closing the Seller Loan. Notwithstanding the above, Buyer may, from time to time, subject to offsetSeller’s reasonable consent, substitute one or more Assets with an aggregate allocated value of up to twenty-five percent (25%) of the Secured Properties for the Secured Properties thirty (collectively30) days prior to Closing. In addition, Buyer may, from time to time, substitute one or more Assets for the “Loan Documents”Secured Properties any time after Closing, in which event Buyer shall be responsible for the reasonable, out-of-pocket costs and expenses incurred by Seller in connection therewith and Buyer shall provide Seller with a phase I environmental report (or an update to an existing phase 1 environmental report), updated survey and title insurance (in each case from an environmental consultant, surveyor and title company, as applicable, selected by Buyer) for the substituted Assets at the time Buyer requests the substitution.

Seller Financing. At Closing, Sellers the Belmont Place Seller (or such other AIMCO-affiliated entity as Sellers such Seller may select) will offer partial financing to the applicable Purchaser’s Designated Entities Entity for Purchaser’s acquisition of (i) the Runaway Bay I Property, (ii) the Xxxxxx’x Pointe Property, and (iii) the Xxxx Bridge Crossing Belmont Place Property (collectively, the “Seller LoansLoan”). The Seller Loans Loan shall be in an amount equal to $3,250,000 with respect to Runaway Bay I, $2,250,000 with respect to Xxxxxx’x Pointe, and $2,200,000 with respect to Xxxx Bridge Crossing2,250,000. The applicable Seller and Purchaser shall cooperate, using commercially reasonable efforts, to obtain the consent of the applicable Assumption Lender to (a) the recording of a second lien mortgage or deed of trust, as applicable, against the applicable Property as security for that the Seller Loan; and (b) authorization for AIMCO or its designated affiliate to assume management responsibilities at the applicable Property in the event of a default by Purchaser (or the applicable Purchaser’s Designated Entity) under the applicable Seller Loan (regardless of whether a default has occurred under the senior Assumed Loan). In the event the parties are unable to obtain an Assumption Lender’s consent to the imposition of a second lien on the applicable Property, such Seller Loan shall be secured by a pledge of 100% of the ownership interests in such Purchaser’s Designated Entity owning such Property and providing, without limitation, for AIMCO or its designated affiliate to assume management of the applicable entity and of the Property upon a default under such Seller Loan. Interest shall be payable on the Runaway Bay I Seller Loan at a rate of 0% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxxxx’x Pointe Seller Loan at a rate of 3.5% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxx Bridge Crossing Seller Loan at a rate of 1.4% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Prior to the Closing Date, Purchaser and Sellers shall agree upon the forms of the loan documents to be executed by the parties with respect to the Seller Loans Loan (including, without limitation, promissory notes, which shall not be subject to offset) (collectively, the “Loan Documents”).

Seller Financing. At In the event that Xxxxxx Xxx does not provide financing to Buyer for a portion of the Purchase Price on terms reasonably acceptable to Buyer, then, at Buyer’s option, Seller shall provide financing for a portion of the Purchase Price in the amount not to exceed $6,650,000.00 (the “Maximum Seller Financing”, with the actual amount of financing provided hereunder being the “Seller Financing”). If Buyer so elects, it shall provide written notice of such election and the amount of the Seller Financing (not to exceed the Maximum Seller Financing amount) to Seller on or before June 30, 2010, and the terms of this Agreement shall automatically be revised to provide that at the Closing, Sellers in lieu of Purchase Price, Buyer shall pay to Seller the difference between the Purchase Price and the Seller Financing, subject to adjustment and proration as provided in this Agreement. The Seller Financing shall be in the form of a Purchase Money Note (or such other AIMCO“Note”) secured by a Purchase Money Deed of Trust (“Deed of Trust”) encumbering the Real Property. The Note shall be non-affiliated entity as Sellers may select) will offer partial financing to recourse and shall be secured only by the applicable Purchaser’s Designated Entities for Purchaser’s acquisition of (i) the Runaway Bay I Property, (ii) the Xxxxxx’x Pointe Real Property, and shall be in the standard form utilized by Xxxxxx Mae, with mutually acceptable modifications thereto. The Note shall bear interest at the rate of six percent (iii6%) per annum (payable monthly in arrears) and shall have a maturity date on the Xxxx Bridge Crossing Property fifth (collectively, 5th) anniversary of the Closing (the “Initial Maturity Date”), subject, however, to two (2) one year extensions at Buyer’s sole option provided Buyer pays to Seller Loansan extension fee in the amount of 25 basis points of the outstanding principal amount of the Seller Financing on the Initial Maturity Date (or, with respect to the second such option, on the first anniversary of the Initial Maturity Date), and provided no default beyond applicable notice or cure periods then exists (each, an “Extension”). The Seller Loans Note may be prepaid at any time without penalty. No payments of principal shall be required under the Note prior to the Initial Maturity Date. During the period of any Extension, the Note shall bear interest at a fixed rate which is equal to the “Prime Rate” as published in the Wall Street Journal immediately prior to the Initial Maturity Date plus two percent (2%), but in no event less than six percent (6%) per annum, and principal and interest shall be payable monthly in arrears, with the principal component being based on a 25 year amortization schedule. The Deed of Trust shall secure payment of the Note and shall be in an the standard form utilized by Xxxxxx Xxx, with mutually acceptable modifications thereto, but without any requirement for replacement or other reserves or escrows for taxes or insurance. At Closing, Buyer shall provide Seller, at Buyer’s expense, with a loan policy from the Title Company insuring the Deed of Trust in the amount equal to $3,250,000 with respect to Runaway Bay I, $2,250,000 with respect to Xxxxxx’x Pointe, and $2,200,000 with respect to Xxxx Bridge Crossing. The applicable Seller and Purchaser shall cooperate, using commercially reasonable efforts, to obtain the consent of the applicable Assumption Lender to (a) the recording of Seller Financing as a second lien mortgage or deed of trust, as applicable, against the applicable Property as security for that Seller Loan; and (b) authorization for AIMCO or its designated affiliate to assume management responsibilities at the applicable Property in the event of a default by Purchaser (or the applicable Purchaser’s Designated Entity) under the applicable Seller Loan (regardless of whether a default has occurred under the senior Assumed Loan). In the event the parties are unable to obtain an Assumption Lender’s consent to the imposition of a second first lien on the applicable PropertyReal Property subject to no liens or encumbrances other than those existing as of the date of Closing. Buyer shall also pay to Seller $10,000 for Seller’s legal fees and expenses in connection with the Seller Financing and the recording costs of the Deed of Trust, such Seller Loan but there shall be secured no origination or other fees or expenses payable by a pledge of 100% of the ownership interests in such Purchaser’s Designated Entity owning such Property and providing, without limitation, for AIMCO or its designated affiliate to assume management of the applicable entity and of the Property upon a default under such Seller Loan. Interest shall be payable on the Runaway Bay I Seller Loan at a rate of 0% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxxxx’x Pointe Seller Loan at a rate of 3.5% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Interest shall be payable on the Xxxx Bridge Crossing Seller Loan at a rate of 1.4% for the first three (3) years and at a rate of 4% each year thereafter until maturity. Prior to the Closing Date, Purchaser and Sellers shall agree upon the forms of the loan documents to be executed by the parties with respect to the Seller Loans (including, without limitation, promissory notes, which shall not be subject to offset) (collectively, the “Loan DocumentsBuyer.”).