Exhibit 10VV


	 



 

 

 

 

PURCHASE
AND SALE CONTRACT

 

BETWEEN

 

 

 

THE
NEW FAIRWAYS, L.P.,

 

a
Delaware limited partnership

 

 

AS
SELLER

 

 

 

 

AND

 

 

 

 

RRM
- I, LLC,

 

a
Louisiana limited liability company

 

 

 

AS
PURCHASER

 

 

 

 

fairway
apartments, plano, tx

 

 




Table of Contents

 

	
Article
I
	
DEFINED
TERMS
	
1

	
Article
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
2.1
	
Purchase
and Sale
	
1

	
2.2
	
Purchase
Price and Deposit
	
1

	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
Article
III
	
FEASIBILITY
PERIOD
	
3

	
3.1
	
Feasibility
Period
	
3

	
3.2
	
Expiration
of Feasibility Period
	
3

	
3.3
	
Conduct
of Investigation
	
4

	
3.4
	
Purchaser
Indemnification
	
4

	
3.5
	
Property
Materials
	
5

	
3.6
	
Property
Contracts
	
6

	
Article
IV
	
TITLE
	
6

	
4.1
	
Title
Documents
	
6

	
4.2
	
Survey
	
6

	
4.3
	
Objection
and Response Process
	
7

	
4.4
	
Permitted
Exceptions
	
7

	
4.5
	
Assumed
Encumbrances
	
7

	
4.6
	
Subsequently
Disclosed Exceptions
	
11

	
4.7
	
Purchaser
Financing
	
11

	
Article
V
	
CLOSING
	
11

	
5.1
	
Closing
Date
	
11

	
5.2
	
Seller
Closing Deliveries
	
11

	
5.3
	
Purchaser
Closing Deliveries
	
12

	
5.4
	
Closing
Prorations and Adjustments
	
13

	
5.5
	
Post
Closing Adjustments
	
16

	
Article
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND PURCHASER
	
16

	
6.1
	
Seller’s
Representations
	
16

	
6.2
	
AS-IS
	
18

	
6.3
	
Survival
of Seller’s Representations
	
19

	
6.4
	
Definition
of Seller’s Knowledge
	
19

	
6.5
	
Representations
and Warranties of Purchaser
	
19

	
Article
VII
	
OPERATION
OF THE PROPERTY
	
20

	
7.1
	
Leases
and Property Contracts
	
20

	
7.2
	
General
Operation of Property
	
21

	
7.3
	
Liens
	
21

	
Article
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
21

	
8.1
	
Purchaser’s
Conditions to Closing
	
21

	
8.2
	
Seller’s
Conditions to Closing
	
22

	
Article
IX
	
BROKERAGE
	
22

	
9.1
	
Indemnity
	
22

	
9.2
	
Broker
Commission
	
23

	
Article
X
	
DEFAULTS
AND REMEDIES
	
23

	
10.1
	
Purchaser
Default
	
23

	
10.2
	
Seller
Default
	
24

	
Article
XI
	
RISK
OF LOSS OR CASUALTY
	
25

	
11.1
	
Major
Damage
	
25

	
11.2
	
Minor
Damage
	
25

	
11.3
	
Closing
	
25

	
11.4
	
Repairs
	
25

	
11.5
	
Uniform
Vendor and Purchaser Risk Act
	
26

	
Article
XII
	
EMINENT
DOMAIN
	
26

	
12.1
	
Eminent
Domain
	
26

	
Article
XIII
	
MISCELLANEOUS
	
26

	
13.1
	
Binding
Effect of Contract
	
26

	
13.2
	
Exhibits
and Schedules
	
26

	
13.3
	
Assignability
	
26

	
13.4
	
Captions
	
26

	
13.5
	
Number
and Gender of Words
	
27

	
13.6
	
Notices
	
27

	
13.7
	
Governing
Law and Venue
	
29

	
13.8
	
Entire
Agreement
	
29

	
13.9
	
Amendments
	
29

	
13.10
	
Severability
	
29

	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
30

	
13.12
	
Construction
	
30

	
13.13
	
Confidentiality
	
30

	
13.14
	
Time
of the Essence
	
30

	
13.15
	
Waiver
	
30

	
13.16
	
Attorneys’
Fees
	
30

	
13.17
	
Time
Zone/Time Periods
	
31

	
13.18
	
1031
Exchange
	
31

	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of Seller’s
Partners
	
31

	
13.20
	
No
Exclusive Negotiations
	
31

	
13.21
	
ADA
Disclosure
	
31

	
13.22
	
No
Recording
	
32

	
13.23
	
Relationship
of Parties
	
32

	
13.24
	
Dispute
Resolution
	
32

	
13.25
	
AIMCO
Marks
	
32

	
13.26
	
Non-Solicitation
of Employees
	
33

	
13.27
	
Survival
	
33

	
13.28
	
Multiple
Purchasers
	
33

	
Article
XIV
	
LEAD–BASED
PAINT DISCLOSURE
	
33

	
14.1
	
Disclosure
	
33



 

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 5th day of May, 2009 (the “Effective
Date”), by and between THE NEW FAIRWAYS, L.P., a Delaware limited
partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100,
Denver, Colorado 80237 (“Seller”), and RRM – I, LLC, a Louisiana
limited liability company, having a principal address at 9456 Jefferson Highway,
Suite A, Baton Rouge, Louisiana 70809 (“Purchaser”).

NOW,
THEREFORE, in consideration of mutual covenants set forth herein, Seller and
Purchaser hereby agree as follows:

RECITALS

A.       
Seller owns the real estate located in Collin County, Texas, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as Fairway Apartments.

B.        
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.

Article I
DEFINED
TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in Schedule 1 attached hereto
and made a part hereof.

Article
II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1             
Purchase and Sale.  Seller agrees to sell and convey
the Property to Purchaser and Purchaser agrees to purchase the Property from
Seller, all in accordance with the terms and conditions set forth in this
Contract.

2.2             
Purchase Price and Deposit.  The total purchase price
(“Purchase Price”) for the Property shall be an amount equal to
$12,100,000.00, payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser shall
deliver to First American Title Insurance Company of New York, 633 Third Avenue,
New York, New York 10017, Attention:  Linda J. Isaacson, Phone: (212)
850-0664, Fax: (212) 331-1467, Email:  Lisaacson@firstam.com (“Escrow
Agent” or “Title Insurer”) a deposit (the
“Deposit”) of $2,910,000 by wire transfer of immediately
available funds (“Good Funds”).  Seller and Purchaser
agree that the amount of One Hundred and No/100 Dollars ($100.00) of the Deposit
has been paid by Purchaser to Seller as consideration for Seller’s execution and
delivery of this Contract and that such consideration is independent of any
other consideration or payment provided for in this Contract and,
notwithstanding anything to the contrary herein, is non-refundable in all
events.

2.2.2       
[Intentionally Omitted].

2.2.3       
At the Closing, subject to the occurrence of the Loan Assumption and
Release, Purchaser shall receive a credit against the Purchase Price in the
amount of the outstanding principal balance of the Note, together with all
accrued but unpaid interest (if any) thereon, as of the Closing Date (the
“Loan Balance”).

2.2.4       
The balance of the Purchase Price for the Property shall be paid to and
received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m.
on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.

2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the Deposit to
the party entitled thereto under the terms of this Contract.  Escrow Agent
shall invest the Deposit in such short-term, high-grade securities,
interest-bearing bank accounts, money market funds or accounts, bank
certificates of deposit or bank repurchase contracts as Escrow Agent, in its
discretion, deems suitable, and all interest and income thereon shall become
part of the Deposit and shall be remitted to the party entitled to the Deposit
pursuant to this Contract.

2.3.2       
Escrow Agent shall hold the Deposit until the earlier occurrence of (i)
the Closing Date, at which time the Deposit shall be applied against the
Purchase Price, or released to Seller pursuant to Section 10.1, or (ii) the date on which Escrow Agent
shall be authorized to disburse the Deposit as set forth in Section 2.3.3.  The tax identification
numbers of the parties shall be furnished to Escrow Agent upon request.

2.3.3       
If prior to the Closing Date either party makes a written demand upon
Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice
to the other party of such demand.  If Escrow Agent does not receive a
written objection from the other party to the proposed payment within 5 Business
Days after the giving of such notice, Escrow Agent is hereby authorized to make
such payment.  If Escrow Agent does receive such written objection within
such 5-Business Day period, Escrow Agent shall continue to hold such amount
until otherwise directed by written instructions from the parties to this
Contract or a final judgment or arbitrator’s decision.  However, Escrow
Agent shall have the right at any time to deliver the Deposit and interest
thereon, if any, with a court of competent jurisdiction in the state in which
the Property is located.  Escrow Agent shall give written notice of such
deposit to Seller and Purchaser.  Upon such deposit, Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities
hereunder.  Any return of the Deposit to Purchaser provided for in this
Contract shall be subject to Purchaser’s obligations to return the Materials to
Seller as set forth in Section 3.5.2.

2.3.4       
The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, and that Escrow Agent
shall not be deemed to be the agent of either of the parties for any act or
omission on its part unless taken or suffered in bad faith in willful disregard
of this Contract or involving gross negligence.  Seller and Purchaser
jointly and severally shall indemnify and hold Escrow Agent harmless from and
against all costs, claims and expenses, including reasonable attorney’s fees,
incurred in connection with the performance of Escrow
Agent’s duties hereunder, except with respect to actions or omissions taken or
suffered by Escrow Agent in bad faith, in willful disregard of this Contract or
involving gross negligence on the part of the Escrow Agent.

2.3.5       
The parties shall deliver to Escrow Agent an executed copy of this
Contract.  Escrow Agent shall execute the signature page for Escrow Agent
attached hereto which shall confirm Escrow Agent’s agreement to comply with the
terms of Seller’s closing instruction letter delivered at Closing and the
provisions of this Section 2.3.

2.3.6       
Escrow Agent, as the person responsible for closing the transaction
within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of
1986, as amended (the “Code”), shall file all necessary
information, reports, returns, and statements regarding the transaction required
by the Code including, but not limited to, the tax reports required pursuant to
Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify and
hold Purchaser, Seller, and their respective attorneys and brokers harmless from
and against any Losses resulting from Escrow Agent’s failure to file the reports
Escrow Agent is required to file pursuant to this section.

Article
III
FEASIBILITY PERIOD

3.1             
Feasibility Period.  Subject to the terms of
Sections 3.3 and 3.4 and the rights of Tenants under the
Leases, from the Effective Date to and including the date which is 45 days after
the Effective Date (the “Feasibility Period”), Purchaser, and its
agents, contractors, engineers, surveyors, attorneys, and employees
(collectively, “Consultants”) shall, at no cost or expense to
Seller other than Seller’s reasonable expenses incurred in connection with
providing the Materials, have the right from time to time to enter onto the
Property to conduct and make any and all customary studies, tests, examinations,
inquiries, inspections and investigations of or concerning the Property, review
the Materials and otherwise confirm any and all matters which Purchaser may
reasonably desire to confirm with respect to the Property and Purchaser’s
intended use thereof (collectively, the “Inspections”).

3.2             
Expiration of Feasibility Period.  If any of the
matters in Section 3.1 or any
other title or survey matters are unsatisfactory to Purchaser for any reason, or
for no reason whatsoever, in Purchaser’s sole and absolute discretion, then
Purchaser shall have the right to terminate this Contract by giving written
notice to that effect to Seller and Escrow Agent no later than 5:00 p.m. on or
before the date of expiration of the Feasibility Period.  If Purchaser
provides such notice, this Contract shall terminate and be of no further force
and effect subject to and except for the Survival Provisions, and Escrow Agent
shall return the Deposit to Purchaser.  If Purchaser fails to provide
Seller with written notice of termination prior to the expiration of the
Feasibility Period, Purchaser’s right to terminate under this Section 3.2 shall be permanently waived and this
Contract shall remain in full force and effect, the Deposit shall be
non-refundable, and Purchaser’s obligation to purchase the Property shall be
conditional only as provided in Section 8.1.

3.3             
Conduct of Investigation.  Purchaser shall not permit
any mechanics’ or materialmen’s liens or any other liens to attach to the
Property by reason of the performance of any work or
the purchase of any materials by Purchaser or any other party in connection with
any Inspections conducted by or for Purchaser.  Purchaser shall give
reasonable advance notice to Seller prior to any entry onto the Property and
shall permit Seller to have a representative present during all Inspections
conducted at the Property.  Purchaser shall take all reasonable actions and
implement all protections necessary to ensure that all actions taken in
connection with the Inspections, and all equipment, materials and substances
generated, used or brought onto the Property pose no material threat to the
safety of persons, property or the environment.

3.4             
Purchaser Indemnification.

3.4.1       
Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller’s sole discretion), defend (with counsel approved by Seller) Seller,
together with Seller’s affiliates, parent and subsidiary entities, successors,
assigns, partners, managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives, agents, Property Manager, Regional
Property Manager, and AIMCO (collectively, including Seller, “Seller’s
Indemnified Parties”), from and against any and all damages, mechanics’
liens, materialmen’s liens, liabilities, penalties, interest, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable
attorneys’ fees, including the cost of in-house counsel and appeals)
(collectively, “Losses”) arising from or related to Purchaser’s or
its Consultants’ entry onto the Property, and any Inspections or other acts by
Purchaser or Purchaser’s Consultants with respect to the Property during the
Feasibility Period or otherwise.

3.4.2       
Notwithstanding anything in this Contract to the contrary, Purchaser
shall not be permitted to perform any invasive tests on the Property without
Seller’s prior written consent, which consent may be withheld in Seller’s sole
discretion.  Further, Seller shall have the right, without limitation, to
disapprove any and all entries, surveys, tests (including, without limitation, a
Phase II environmental study of the Property), investigations and other matters
that in Seller’s reasonable judgment could result in any injury to the Property
or breach of any contract, or expose Seller to any Losses or violation of
applicable law, or otherwise adversely affect the Property or Seller’s interest
therein.  Purchaser shall use reasonable efforts to minimize disruption to
Tenants in connection with Purchaser’s or its Consultants’ activities pursuant
to this Section.  No consent by Seller to any such activity shall be deemed
to constitute a waiver by Seller or assumption of liability or risk by
Seller.  Purchaser hereby agrees to restore, at Purchaser’s sole cost and
expense, the Property to the same condition existing immediately prior to
Purchaser’s exercise of its rights pursuant to this Article III. 
Purchaser shall maintain and cause its third party consultants to maintain (a)
casualty insurance and commercial general liability insurance with coverages of
not less than $1,000,000.00 for injury or death to any one person and
$3,000,000.00 for injury or death to more than one person and $1,000,000.00 with
respect to property damage, and (b) worker’s compensation insurance for all of
their respective employees in accordance with the law of the state in which the
Property is located.  Purchaser shall deliver proof of the insurance
coverage required pursuant to this Section 3.4.2 to Seller (in the form of a
certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or
Purchaser’s Consultants’ entry onto the Property, or (ii) the expiration of 5
days after the Effective Date.

3.5             
Property Materials.

3.5.1       
Within 5 Business Days after the Effective Date, and to the extent the
same exist and are in Seller’s possession or reasonable control (subject to
Section 3.5.2), Seller agrees to make the documents set forth on
Schedule 3.5 (together with any other documents or information provided
by Seller or its agents to Purchaser with respect to the Property, the
“Materials”) available at the Property for review and copying by
Purchaser at Purchaser’s sole cost and expense.  In the alternative, at
Seller’s option and within the foregoing time period, Seller may deliver some or
all of the Materials to Purchaser, or make the same available to Purchaser on a
secure web site (Purchaser agrees that any item to be delivered by Seller under
this Contract shall be deemed delivered to the extent available to Purchaser on
such secured web site).  To the extent that Purchaser determines that any
of the Materials have not been made available or delivered to Purchaser pursuant
to this Section 3.5.1, Purchaser shall notify Seller and Seller shall use
commercially reasonable efforts to deliver the same to Purchaser within
5 Business Days after such notification is received by Seller; provided,
however, that under no circumstances will the Feasibility Period be extended and
Purchaser’s sole remedy will be to terminate this Contract pursuant to
Section 3.2.

3.5.2       
In providing the Materials to Purchaser, other than Seller’s
Representations, Seller makes no representation or warranty, express, written,
oral, statutory, or implied, and all such representations and warranties are
hereby expressly excluded and disclaimed.  All Materials are provided for
informational purposes only and, together with all Third-Party Reports, shall be
returned by Purchaser to Seller (or the destruction thereof shall be certified
in writing by Purchaser to Seller) as a condition to return of the Deposit to
Purchaser if this Contract is terminated for any reason.  Recognizing that
the Materials delivered or made available by Seller pursuant to this Contract
may not be complete or constitute all of such documents which are in Seller’s
possession or control, but are those that are readily and reasonably available
to Seller, Purchaser shall not in any way be entitled to rely upon the
completeness or accuracy of the Materials other than the Seller’s
Representations and will instead in all instances rely exclusively on its own
Inspections and Consultants with respect to all matters which it deems relevant
to its decision to acquire, own and operate the Property.

3.5.3       
In addition to the items set forth on Schedule 3.5, no later than
5 Business Days after the Effective Date, Seller shall deliver to Purchaser (or
otherwise make available to Purchaser as provided under Section 3.5.1)
the most recent rent roll for the Property listing the move-in date, monthly
base rent payable, lease expiration date and unapplied security deposit for each
Lease (the “Rent Roll”).  Seller makes no representations or
warranties regarding the Rent Roll other than the express representation set
forth in Section 6.1.6.

3.5.4       
In addition to the items set forth on Schedule 3.5, no later than
5 Business Days after the Effective Date, Seller shall deliver to Purchaser (or
otherwise make available to Purchaser as provided under Section 3.5.1) a
list of all current Property Contracts (the “Property Contracts
List”).  Seller makes no representations or warranties regarding
the Property Contracts List other than the express representations set forth in
Section 6.1.7.

3.6             
Property Contracts.  On or before the expiration of
the Feasibility Period, Purchaser may deliver written notice to Seller (the
“Property Contracts Notice”) specifying any Property Contracts which Purchaser desires to terminate at the
Closing (the “Terminated Contracts”); provided that (a) the
effective date of such termination on or after Closing shall be subject to the
express terms of such Terminated Contracts, (b) if any such Property Contract
cannot by its terms be terminated at Closing, it shall be assumed by Purchaser
and not be a Terminated Contract, and (c) to the extent that any such Terminated
Contract requires payment of a penalty, premium, or damages, including
liquidated damages, for cancellation, Purchaser shall be solely responsible for
the payment of any such cancellation fees, penalties, or damages, including
liquidated damages.  If Purchaser fails to deliver the Property Contracts
Notice on or before the expiration of the Feasibility Period, there shall be no
Terminated Contracts and Purchaser shall assume all Property Contracts at the
Closing.  If Purchaser delivers the Property Contracts Notice to Seller on
or before the expiration of the Feasibility Period, then simultaneously
therewith, Purchaser shall deliver to Seller a vendor termination notice (in the
form attached hereto as Exhibit F) for each Terminated Contract
informing the vendor(s) of the termination of such Terminated Contract as of the
Closing Date (subject to any delay in the effectiveness of such termination
pursuant to the express terms of each applicable Terminated Contract) (the
“Vendor Terminations”).  Seller shall sign the Vendor
Terminations prepared by Purchaser, and deliver them to all applicable
vendors.  To the extent that any Property Contract to be assigned to
Purchaser requires vendor consent, then, prior to the Closing, Purchaser may
attempt to obtain from each applicable vendor a consent (each a “Required
Assignment Consent”) to such assignment.  Purchaser shall
indemnify, hold harmless and, if requested by Seller (in Seller’s sole
discretion), defend (with counsel approved by Seller) Seller’s Indemnified
Parties from and against any and all Losses arising from or related to
Purchaser’s failure to obtain any Required Assignment Consent.

Article
IV
TITLE

4.1             
Title Documents.  Within 10 days after the Effective
Date, Seller shall cause to be delivered to Purchaser a standard form commitment
or preliminary title report (“Title Commitment”) to provide an
American Land Title Association owner’s title insurance policy for the Property
in the form promulgated by the Texas Department of Insurance (Form T-1), using
the current policy jacket customarily provided by the Title Insurer, in an
amount equal to the Purchase Price (the “Title Policy”), together
with copies of all instruments identified as exceptions therein (together with
the Title Commitment, referred to herein as the “Title
Documents”).  Seller shall be responsible only for payment of the
basic premium for the Title Policy.  Purchaser shall be solely responsible
for payment of all other costs relating to procurement of the Title Commitment,
the Title Policy, and any requested endorsements.  

4.2             
Survey.  Subject to Section 3.5.2, within 3
Business Days after the Effective Date, Seller shall deliver to Purchaser or
make available at the Property any existing survey of the Property (the
“Existing Survey”).  Purchaser may, at its sole cost and
expense, order a new or updated survey of the Property either before or after
the Effective Date (such new or updated survey together with the Existing
Survey, is referred to herein as the “Survey”).

4.3             
Objection and Response Process.  On or before the date
which is 20 days after the Effective Date (the “Objection
Deadline”), Purchaser shall give written notice (the “Objection
Notice”) to the attorneys for Seller of any matter set forth in the
Title Documents and the Survey to which Purchaser
objects (the “Objections”).  If Purchaser fails to tender an
Objection Notice on or before the Objection Deadline, Purchaser shall be deemed
to have approved and irrevocably waived any objections to any matters covered by
the Title Documents and the Survey.  On or before 25 days after the
Effective Date (the “Response Deadline”), Seller may, in Seller’s
sole discretion, give Purchaser notice (the “Response Notice”) of
those Objections which Seller is willing to cure, if any.  Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the
Objections.  If Seller fails to deliver a Response Notice by the Response
Deadline, Seller shall be deemed to have elected not to cure or otherwise
resolve any matter set forth in the Objection Notice.  If Purchaser is
dissatisfied with the Response Notice or the lack of Response Notice, Purchaser
may, as its exclusive remedy, exercise its right to terminate this Contract
prior to the expiration of the Feasibility Period in accordance with the
provisions of Section 3.2 .  If Purchaser fails to timely exercise
such right, Purchaser shall be deemed to accept the Title Documents and Survey
with resolution, if any, of the Objections set forth in the Response Notice (or
if no Response 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 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 (A) a loan (the
“FHLMC Loan”) made to Seller by the Federal Home
Loan Mortgage Corporation (the “FHLMC Lender”), the Property
presently is encumbered by a deed of trust dated June 30, 2008 and recorded July
2, 2008 (the “FHLMC Assumed Deed of Trust”) and certain other
security and related documents in connection therewith (collectively, the
“FHLMC Assumed Encumbrances”); and (B) a loan (the “Wells
Fargo Loan”, and collectively with the FHLMC Loan, the
“Loan”) made to Seller by the Wells Fargo Bank (the “Wells
Fargo Lender”, and collectively with the FHLMC Lender, the
“Lender”), the Property presently is encumbered by a deed of trust dated June 30, 2008 and recorded July 2, 2008,
assigned to Federal Home Loan Mortgage Corporation (the “Wells Fargo
Assumed Deed of Trust”) and certain other security and related documents
in connection therewith (collectively, the “Wells Fargo Assumed
Encumbrances” and collectively with the FHLMC Assumed Encumbrances, the
“Assumed Encumbrances”).  The FHLMC Loan is evidenced by that
certain promissory note dated March 31, 2008 in the stated principal amount of
$5,119,062.00 (the “FHLMC Note”) and the Wells Fargo Loan
is evidenced by that certain promissory note dated March 31, 2008 in the stated
principal amount of $3,900,000.00 (the “Wells Fargo Note”,
and collectively with the FHLMC Note, 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”), each executed by Seller and payable to the order of the
applicable Lender.  Within 10 days 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) copies of the Assumed Loan Documents which are in Seller’s possession
or reasonable control (subject to Section 3.5.2).  Seller shall
reasonably cooperate with and assist Purchaser, at no cost to Seller, in
obtaining all Assumed Loan Documents not in Seller’s possession or reasonable
control.

4.5.2       
Purchaser agrees that, at the Closing, (a) Purchaser shall assume
Seller’s obligations under the Note and all of the other Assumed Loan Documents
and accept title to the Property subject to the Deed 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 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 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 10 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 a complete
application to Lender for assumption of the Loan together with all documents and
information required in connection therewith (the “Loan Assumption
Application”).  Purchaser agrees to provide Seller with a copy of
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 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 the Loan Assumption
Application, including the collection of all materials, documents, certificates,
financials, signatures, and other items required to be submitted to Lender in
connection with the Loan Assumption Application.

4.5.4       
Purchaser shall comply with Lender’s assumption guidelines in connection
with the Loan Assumption and Release.  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 in a timely
manner.  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
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 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.

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       
No later than 10 days after the Effective Date, Purchaser shall order a
Phase I Environmental study (prepared by an environmental engineer
reasonably acceptable to Seller and Lender), and covenants that such Phase I
Environmental study 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       
Unless Purchaser has terminated this Contract in accordance with
Section 4.5.10 below, Purchaser shall be in default hereunder if (i)
Purchaser fails to submit a complete Loan Assumption Application by the Loan
Assumption Application Submittal Deadline, or (ii) Purchaser fails to
obtain the Loan Assumption and Release prior to the Closing Date, in either of
which events 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 under this Contract (including
this Section 4.5) and the requirements of the Assumed Deed of Trust in
connection with obtaining the Loan Assumption and
Release, (b) Purchaser uses its best efforts to obtain the Loan Assumption and
Release, and (c) Purchaser does not obtain the consent of the Lender to the Loan
Assumption and Release on terms and conditions that are commercially reasonable
and do not impose new material adverse conditions on Purchaser within 45 days
after the Effective Date (the “Loan Approval Period”), then
Purchaser shall have the right to give Escrow Agent notice terminating this
Contract based solely on the fact that the Loan Assumption and Release has not
been approved by the Lender (the “Loan Approval Termination”) 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 4.5.4 shall be
permanently waived, this Contract shall remain in full force and effect, the
Deposit shall be non-refundable, 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 Purchaser’s liability
pursuant to Section 3.4 and any other provision of this Contract which
survives such termination.

4.5.11    Provided that (a)
Purchaser fully complies with its obligations under this Contract (including
those set forth under Section 4.5) and the requirements of the Assumed
Loan Documents and with obtaining the Loan Assumption and Release, (b) Purchaser
has and is using best efforts to obtain the Loan Assumption and Release, (c)
Purchaser is not in default under the terms of this Contract, and (d) Purchaser
does not obtain the consent of the Lender to the Loan Assumption and Release on
terms and conditions that are commercially reasonable and do not impose new
material adverse conditions on Purchaser or before Loan Approval Period,
Purchaser shall be permitted one 15-day extension of the Loan Approval Period
for the sole purpose of obtaining Lender’s approval of the Loan Assumption and
Release.  In order to exercise such 15-day extension, Purchaser must
deliver written notice of such extension of the Loan Approval Period to Seller
no later than 10 days prior to the expiration of the original Loan Approval
Period.  

4.5.12    Under no
circumstances shall Seller be required to cause, or permit, the pay-off of the
Loan at the Closing.  In no event shall Purchaser pay off or cause the pay
off of the Loan at Closing.

4.6             
Subsequently Disclosed Exceptions.  If at any time
after the expiration of the Feasibility Period, any update to the Title
Commitment discloses any additional item that materially adversely affects title
to the Property which was not disclosed on any version of or update to the Title
Commitment delivered to Purchaser during the Feasibility Period (the “New
Exception”), Purchaser shall
have a period of 5 days from the date of its receipt of such update (the
“New Exception Review Period”) to review and notify Seller in
writing of Purchaser’s approval or disapproval of the New Exception.  If
Purchaser disapproves of the New Exception, Seller may, in Seller’s sole
discretion, notify Purchaser as to whether it is willing to cure the New
Exception.  If Seller elects to cure the New Exception, Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the New
Exception.  If Seller fails to deliver a notice to Purchaser within 3 days
after the expiration of the New Exception Review Period, Seller shall be deemed
to have elected not to cure the New Exception.  If Purchaser is
dissatisfied with Seller’s response, or lack thereof, Purchaser may, as its
exclusive remedy elect either:  (i) to terminate this Contract, in which
event the Deposit shall be promptly returned to Purchaser or (ii) to waive the
New Exception and proceed with the transactions contemplated by this Contract,
in which event Purchaser shall be deemed to have approved the New
Exception.  If Purchaser fails to notify Seller of its election to
terminate this Contract in accordance with the foregoing sentence within 6 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.

4.7             
Purchaser Financing .  Purchaser assumes full
responsibility to obtain the funds required for settlement, and Purchaser’s
acquisition of such funds shall not be a contingency to the Closing.

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur 30 days
following the expiration of the Feasibility Period at the time set forth in
Section 2.2.4 (the “Closing Date”) through an escrow with
Escrow Agent, whereby Seller, Purchaser and their attorneys need not be
physically present at the Closing and may deliver documents by overnight air
courier or other means.  Notwithstanding the foregoing to the contrary,
Seller shall have the option, by delivering written notice to Purchaser, to
extend the Closing Date to the last Business Day of the month in which the
Closing Date otherwise would occur pursuant to the preceding sentence, in
connection with the Loan Assumption and Release.  

5.2             
Seller Closing Deliveries.  No later than 1 Business
Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the
following items:

5.2.1       
Special Warranty Deed (the “Deed”) in the form attached as
Exhibit B to Purchaser, subject to the Permitted Exceptions.

5.2.2       
A Bill of Sale in the form attached as Exhibit C.

5.2.3       
A General Assignment in the form attached as Exhibit D (the
“General Assignment”).

5.2.4       
An Assignment of Leases and Security Deposits in the form attached as
Exhibit E (the “Leases Assignment”).

5.2.5       
Seller’s closing statement.

5.2.6       
A title affidavit or an indemnity form reasonably acceptable to Seller,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.2.7       
A certification of Seller’s non-foreign status pursuant to Section 1445
of the Internal Revenue Code of 1986, as amended.

5.2.8       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Seller’s
authority to consummate this transaction.

5.2.9       
An updated Rent Roll effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Rent Roll shall in no event expand or modify the conditions to Purchaser’s
obligation to close as specified under Section 8.1.

5.2.10    An updated
Property Contracts List effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Property Contracts List shall in no event expand or modify the conditions to
Purchaser’s obligation to close as specified under Section 8.1.

5.2.11    Tenant Notice
Letters countersigned by Seller in the form attached hereto as Exhibit
G.  Seller will send copies of the fully executed Tenant Notice Letters
to the tenants upon Closing and Purchaser shall cooperate with Seller in sending
such notices.

5.3             
Purchaser Closing Deliveries.  No later than 1
Business Day prior to the Closing Date (except for the balance of the Purchase
Price which is to be delivered at the time specified in Section 2.2.3),
Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the
Closing) the following items:

5.3.1       
The full Purchase Price (with credit for the Deposit and, if applicable,
the Loan Balance), plus or minus the adjustments or prorations required by this
Contract.

5.3.2       
[Intentionally Omitted]

5.3.3       
Any declaration or other statement which may be required to be submitted
to the local assessor.

5.3.4       
Purchaser’s closing statement.

5.3.5       
A countersigned counterpart of the General Assignment.

5.3.6       
A countersigned counterpart of the Leases Assignment.

5.3.7       
Notification letters to all Tenants prepared and executed by Purchaser
and Seller in the form attached hereto as Exhibit G, which shall be
delivered to all Tenants after Closing.  

5.3.8       
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

5.3.9       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser’s
authority to consummate this transaction.

5.3.10    All documents,
instruments, guaranties, Lender Fees, Required Loan Fund Amounts, and other
items or funds required by the Lender to cause the Loan Assumption and
Release.

5.4             
Closing Prorations and Adjustments.

5.4.1       
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, personal
property taxes, other operating expenses and fees, shall be prorated as of the
Closing Date, Seller being charged or credited, as appropriate, for all of same
attributable to the period up to the Closing Date (and credited for any amounts
paid by Seller attributable to the period on or after the Closing Date, if
assumed by Purchaser) and Purchaser being responsible for, and credited or
charged, as the case may be, for all of the same attributable to the period on
and after the Closing Date.  Seller shall prepare a proration schedule (the
“Proration Schedule”) of the adjustments described in this
Section 5.4 prior to Closing.

5.4.2       
Operating Expenses.  All of the operating,
maintenance, taxes (other than real estate taxes), and other expenses incurred
in operating the Property that Seller customarily pays, and any other costs
incurred in the ordinary course of business for the management and operation of
the Property, shall be prorated on an accrual basis.  Seller shall pay all
such expenses that accrue prior to the Closing Date and Purchaser shall pay all
such expenses that accrue from and after the Closing Date.

5.4.3       
Utilities.  The final readings and final billings for
utilities will be made if possible as of the Closing Date, in which case Seller
shall pay all such bills as of the Closing Date and no proration shall be made
at the Closing with respect to utility bills.  Otherwise, a proration shall
be made based upon the parties’ reasonable good faith estimate.  Seller
shall be entitled to the return of any deposit(s) posted by it with any utility
company, and Seller shall notify each utility company serving the Property to
terminate Seller’s account, effective as of noon on the Closing Date.

5.4.4       
Real Estate Taxes.  Any real estate ad valorem or
similar taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the calendar year of Closing, shall
be prorated to the date of Closing, based upon actual days involved.  The
proration of real property taxes or installments of assessments shall be based
upon the assessed valuation and tax rate figures (assuming payment at the
earliest time to allow for the maximum possible discount) for the year in which
the Closing occurs to the extent the same are available; provided, however, that
in the event that actual figures (whether for the assessed value of the Property
or for the tax rate) for the year of Closing are not available at the Closing
Date, the proration shall be made using figures from the preceding year
(assuming payment at the earliest time to allow for
the maximum possible discount).  The proration of real property taxes or
installments of assessments shall be final and not subject to re-adjustment
after Closing.  

5.4.5       
Property Contracts.  Purchaser shall assume at Closing
the obligations under the Property Contracts assumed by Purchaser; however,
operating expenses shall be prorated under Section 5.4.2.

5.4.6       
Leases.

5.4.6.1           
All collected rent (whether fixed monthly rentals, additional rentals,
escalation rentals, retroactive rentals, operating cost pass-throughs or other
sums and charges payable by Tenants under the Leases), income and expenses from
any portion of the Property shall be prorated as of the Closing Date. 
Purchaser shall receive all collected rent and income attributable to dates from
and after the Closing Date.  Seller shall receive all collected rent and
income attributable to dates prior to the Closing Date.  Notwithstanding
the foregoing, no prorations shall be made in relation to either (a)
non-delinquent rents which have not been collected as of the Closing Date, or
(b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a)
and (b) referred to herein as the “Uncollected Rents”).  In
adjusting for Uncollected Rents, no adjustments shall be made in Seller’s favor
for rents which have accrued and are unpaid as of the Closing, but Purchaser
shall pay Seller such accrued Uncollected Rents as and when collected by
Purchaser.  Purchaser agrees to bill Tenants of the Property for all
Uncollected Rents and to take reasonable actions to collect Uncollected
Rents.  Notwithstanding the foregoing, Purchaser’s obligation to collect
Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days
past due, and Purchaser’s collection of rents shall be applied, first, towards
current rent due and owing under the Leases, and second, to Uncollected
Rents.  After the Closing, Seller shall continue to have the right, but not
the obligation, in its own name, to demand payment of and to collect Uncollected
Rents owed to Seller by any Tenant, which right shall include, without
limitation, the right to continue or commence legal actions or proceedings
against any Tenant and the delivery of the Leases Assignment shall not
constitute a waiver by Seller of such right; provided however, that the
foregoing right of Seller shall be limited to actions seeking monetary damages
and, in no event, shall Seller seek to evict any Tenants in any action to
collect Uncollected Rents.  Purchaser agrees to cooperate with Seller in
connection with all efforts by Seller to collect such Uncollected Rents and to
take all steps, whether before or after the Closing Date, as may be necessary to
carry out the intention of the foregoing, including, without limitation, the
delivery to Seller, within 7 days after a written request, of any relevant books
and records (including, without limitation, rent statements, receipted bills and
copies of tenant checks used in payment of such rent), the execution of any and
all consents or other documents, and the undertaking of any act reasonably
necessary for the collection of such Uncollected Rents by Seller; provided,
however, that Purchaser’s obligation to cooperate with Seller pursuant to this
sentence shall not obligate Purchaser to terminate any Tenant lease with an
existing Tenant or evict any existing Tenant from the Property.

5.4.6.2           
At Closing, Purchaser shall receive a credit against the Purchase Price
in an amount equal to the received and unapplied balance of all cash (or cash
equivalent) Tenant Deposits, including, but not limited to, security, damage or
other refundable deposits paid by any of the Tenants to secure their respective
obligations under the Leases, together, in all cases, with any interest payable
to the Tenants thereunder as may be required by their respective Tenant Lease or state law (the “Tenant Security Deposit
Balance”).  Any cash (or cash equivalents) held by Seller which
constitutes the Tenant Security Deposit Balance shall be retained by Seller in
exchange for the foregoing credit against the Purchase Price and shall not be
transferred by Seller pursuant to this Contract (or any of the documents
delivered at Closing), but the obligation with respect to the Tenant Security
Deposit Balance nonetheless shall be assumed by Purchaser.  The Tenant
Security Deposit Balance shall not include any non-refundable deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise.

5.4.7       
Existing Loan.  Seller shall be responsible for all
principal required to be paid under the terms of the Note prior to Closing,
together with all interest accrued under the Note prior to Closing, all of which
may be a credit against the Purchase Price as provided in Section
2.2.3.  Purchaser shall be responsible for all Lender Fees and all
other fees, penalties, interest and other amounts due and owing under the
Assumed Loan Documents as a result of the Loan Assumption and Release.  As
set forth in Section 4.5.3, any existing reserves, impounds and other
accounts maintained in connection with the Loan and required to be replaced by
Purchaser, shall be released in Good Funds to Seller at Closing.

5.4.8       
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to the Closing Date, after which time the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own
insurance thereafter.

5.4.9       
Employees.  All of Seller’s and Seller’s manager’s
on-site employees shall have their employment at the Property terminated as of
the Closing Date.

5.4.10    Closing
Costs.  Purchaser shall pay any transfer, mortgage
assumption.  sales, use, gross receipts or similar taxes, the cost of
recording any instruments required to discharge any liens or encumbrances
against the Property, any premiums or fees required to be paid by Purchaser with
respect to the Title Policy pursuant to Section 4.1, and one-half of the
customary closing costs of the Escrow Agent.  Seller shall pay the base
premium for the Title Policy to the extent required by Section 4.1, and
one-half of the customary closing costs of the Escrow Agent.  

5.4.11    Utility
Contracts.  If Seller has entered into an agreement for the
purchase of electricity, gas or other utility service for the Property or a
group of properties (including the Property) (a “Utility
Contract”), or an affiliate of Seller has entered into a Utility
Contract, then, at the option of Seller, either (a) Purchaser either shall
assume the Utility Contract with respect to the Property, or (b) the reasonably
calculated costs of the Utility Contract attributable to the Property from and
after the Closing shall be paid to Seller at the Closing and Seller shall remain
responsible for payments under the Utility Contract.  

5.4.12   
Possession.  Possession of the Property, subject to
the Leases, Property Contracts, other than Terminated Contracts, and Permitted
Exceptions, shall be delivered to Purchaser at the Closing upon release from
escrow of all items to be delivered by Purchaser pursuant to Section
5.3.  To the extent reasonably available to Seller, originals or copies
of the Leases and Property Contracts, lease files, warranties, guaranties,
operating manuals, keys to the property, and Seller’s books and records (other
than proprietary information) (collectively, “Seller’s Property-Related Files and Records”)
regarding the Property shall be made available to Purchaser at the Property
after the Closing.  Purchaser agrees, for a period of not less than three
(3) years after the Closing (the “Records Hold Period”), to (a)
provide and allow Seller reasonable access to Seller’s Property-Related Files
and Records for purposes of inspection and copying thereof, and (b) reasonably
maintain and preserve Seller’s Property-Related Files and Records.  If at
any time after the Records Hold Period, Purchaser desires to dispose of Seller’s
Property-Related Files and Records, Purchaser must first provide Seller prior
written notice (the “Records Disposal Notice”).  Seller shall
have a period of 30 days after receipt of the Records Disposal Notice to enter
the Property (or such other location where such records are then stored) and
remove or copy those of Seller’s Property-Related Files and Records that Seller
desires to retain.  

5.5             
Post Closing Adjustments.  Purchaser or Seller may
request that Purchaser and Seller undertake to re-adjust any item on the
Proration Schedule (or any item omitted therefrom), with the exception of real
property taxes which shall be final and not subject to readjustment, in
accordance with the provisions of Section 5.4 of this Contract; provided,
however, that neither party shall have any obligation to re-adjust any items (a)
after the expiration of 60 days after Closing, or (b) subject to such 60-day
period, unless such items exceed $5,000.00 in magnitude (either individually or
in the aggregate).

Article
VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1             
Seller’s Representations.  Except, in all cases, for
any fact, information or condition disclosed in the Title Documents, the
Permitted Exceptions, the Property Contracts, or the Materials, or which is
otherwise known by Purchaser prior to the Closing, Seller represents and
warrants to Purchaser the following (collectively, the “Seller’s
Representations”) as of the Effective Date and as of the Closing Date;
provided that Purchaser’s remedies if any such Seller’s Representations are
untrue as of the Closing Date are limited to those set forth in
Section 8.1:

6.1.1       
Seller is validly existing and in good standing under the laws of the
state of its formation set forth in the initial paragraph of this Contract; and,
subject to Section 8.2.4 and any approvals required from Lender for the
Loan Assumption and Release, has the authority execute this Contract and has or
at the Closing shall have the entity power and authority to sell and convey the
Property and to execute the documents to be executed by Seller and prior to the
Closing will have taken as applicable, all corporate, partnership, limited
liability company or equivalent entity actions required for the execution and
delivery of this Contract, and the consummation of the transactions contemplated
by this Contract.  The compliance with or fulfillment of the terms and
conditions hereof will not conflict with, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, any contract to
which Seller is a party or by which Seller is otherwise bound, which conflict,
breach or default would have a material adverse affect on Seller’s ability to
consummate the transaction contemplated by this Contract or on the
Property.  Subject to Section 8.2.4, this Contract is a valid
and binding agreement against Seller in accordance with its terms;

6.1.2       
Seller is not a “foreign person,” as that term is used and defined in the
Internal Revenue Code, Section 1445, as amended;

6.1.3       
Except for (a) any actions by Seller to evict Tenants under the Leases,
or (b) any matter covered by Seller’s current insurance policy(ies), to
Seller’s knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property which will adversely impact Seller’s ability to convey the
Property;

6.1.4       
To Seller’s knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property;

6.1.5       
To Seller’s knowledge, Seller has not received any written notice of any
material default by Seller under any of the Property Contracts that will not be
terminated on the Closing Date;

6.1.6       
To Seller’s knowledge, the Rent Roll (as updated pursuant to
Section 5.2.9) is accurate in all material respects and to
Seller’s knowledge there are no leases, tenancies, licenses or other rights of
occupancy or use for any portion of the Property other than the Leases as set
forth on the Rent Roll and as may be provided or shown under the Permitted
Exceptions; and

6.1.7       
To Seller’s knowledge, the Property Contracts List (as updated pursuant
to Section 5.2.10) is accurate in all material respects.

6.1.8       
To Seller’s knowledge:  (A) no hazardous or toxic materials or other
substances regulated by applicable federal or state environmental laws are
stored by Seller on, in or under the Property in quantities which violate
applicable laws governing such materials or substances, and (B) the Property is
not used by Seller for the storage, treatment, generation or manufacture of any
hazardous or toxic materials or other substances in a manner which would
constitute a violation of applicable federal or state environmental
laws.

6.2             
AS-IS.  Except for Seller’s Representations, the
Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL
FAULTS.”  The Purchase Price and the terms and conditions set forth herein
are the result of arm’s-length bargaining between entities familiar with
transactions of this kind, and said price, terms and conditions reflect the fact
that Purchaser shall have the benefit of, and is not relying upon, any
information provided by Seller or Broker or statements, representations or
warranties, express or implied, made by or enforceable directly against Seller
or Broker other than the Seller’s Representations, including, without
limitation, any relating to the value of the Property, the physical or
environmental condition of the Property, any state, federal, county or local
law, ordinance, order or permit; or the suitability, compliance or lack of
compliance of the Property with any regulation, or any other attribute or matter
of or relating to the Property (other than any covenants of title contained in
the Deed conveying the Property and Seller’s Representations).  Purchaser
agrees that Seller shall not be responsible or liable to Purchaser for any
defects, errors or omissions, or on account of any conditions affecting the
Property.  Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully
releases Seller’s Indemnified Parties from, and irrevocably waives its right to
maintain, any and all claims and causes of action that it or they may now have
or hereafter acquire against Seller’s Indemnified Parties with respect to any
and all Losses arising from or related to any defects, errors, omissions or
other conditions affecting the Property.  Purchaser represents and warrants
that, as of the date hereof and as of the Closing Date, it has and shall have
reviewed and conducted such independent analyses, studies (including, without
limitation, environmental studies and analyses concerning the presence of lead,
asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs
and radon in and about the Property), reports, investigations and inspections as
it deems appropriate in connection with the Property.  If Seller provides
or has provided any documents, summaries, opinions or work product of
consultants, surveyors, architects, engineers, title companies, governmental
authorities or any other person or entity with respect to the Property,
including, without limitation, the offering prepared by Broker, Purchaser and
Seller agree that Seller has done so or shall do so only for the convenience of
both parties, Purchaser shall not rely thereon and the reliance by Purchaser
upon any such documents, summaries, opinions or work product shall not create or
give rise to any liability of or against Seller’s Indemnified Parties. 
Except as expressly provided in the Seller’s Representations, Purchaser
acknowledges and agrees that no representation has been made and no
responsibility is assumed by Seller with respect to current and future
applicable zoning or building code requirements or the compliance of the
Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of
contracts, continued occupancy levels of the Property, or any part thereof, or
the continued occupancy by tenants of any Leases or, without limiting any of the
foregoing, occupancy at Closing.  Prior to Closing, Seller shall have the
right, but not the obligation, to enforce its rights against any and all
Property occupants, guests or tenants.  Purchaser agrees that the departure
or removal, prior to Closing, of any of such guests, occupants or tenants shall
not be the basis for, nor shall it give rise to, any claim on the part of
Purchaser, nor shall it affect the obligations of Purchaser under this Contract
in any manner whatsoever; and Purchaser shall close title and accept delivery of
the Deed with or without such tenants in possession and without any allowance or
reduction in the Purchase Price under this Contract.  Purchaser hereby
releases Seller from any and all claims and liabilities relating to the
foregoing matters.

6.3             
Survival of Seller’s Representations.  Seller and
Purchaser agree that Seller’s Representations shall survive Closing for a period
of 9 months (the “Survival Period”).  Seller shall have no
liability after the Survival Period with respect to Seller’s Representations
contained herein except to the extent that Purchaser has requested arbitration
against Seller during the Survival Period for breach of any of Seller’s
Representations.  Under no circumstances shall Seller be liable to
Purchaser for more than $300,000 in any individual instance or in the aggregate
for all breaches of Seller’s Representations, nor shall Purchaser be entitled to
bring any claim for a breach of Seller’s Representations unless the claim for
damages (either in the aggregate or as to any individual claim) by Purchaser
exceeds $5,000.  In the event that Seller breaches any representation
contained in Section 6.1 and Purchaser had knowledge of such breach prior
to the Closing Date, and elected to close regardless, Purchaser shall be deemed
to have waived any right of recovery, and Seller shall not have any liability in
connection therewith.

6.4             
Definition of Seller’s Knowledge.  Any representations
and warranties made “to the knowledge of Seller” shall not be deemed to imply
any duty of inquiry.  For purposes of this Contract, the term Seller’s
“knowledge” shall mean and refer only to actual knowledge of the
Regional Property Manager and the Community Manager and shall not be construed
to refer to the knowledge of any other partner, officer, director, agent,
employee or representative of Seller, or any affiliate of Seller, or to impose
upon such Regional Property Manager or Community Manager any duty to investigate
the matter to which such actual knowledge or the absence thereof pertains, or to
impose upon such Regional Property Manager or Community Manager any individual
personal liability.

6.5             
Representations and Warranties of Purchaser.  For the
purpose of inducing Seller to enter into this Contract and to consummate the
sale and purchase of the Property in accordance herewith, Purchaser represents
and warrants to Seller the following as of the Effective Date and as of the
Closing Date:

6.5.1       
Purchaser is a limited liability company duly organized, validly existing
and in good standing under the laws of Louisiana.

6.5.2       
Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary entity power and authority to
own and use its properties and to transact the business in which it is engaged,
and has full power and authority to enter into this Contract, to execute and
deliver the documents and instruments required of Purchaser herein, and to
perform its obligations hereunder; and no consent of any of Purchaser’s
partners, directors, officers or members are required to so empower or authorize
Purchaser.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which Purchaser
is a party or by which Purchaser is otherwise bound, which conflict, breach or
default would have a material adverse affect on Purchaser’s ability to
consummate the transaction contemplated by this Contract.  This Contract is
a valid, binding and enforceable agreement against Purchaser in accordance with
its terms.

6.5.3       
No pending or, to the knowledge of Purchaser, threatened litigation
exists which if determined adversely would restrain the consummation of the
transactions contemplated by this Contract or would declare illegal, invalid or
non-binding any of Purchaser’s obligations or covenants to Seller.

6.5.4       
Other than Seller’s Representations, Purchaser has not relied on any
representation or warranty made by Seller or any representative of Seller
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Property.

6.5.5       
The Broker and its affiliates do not, and will not at the Closing, have
any direct or indirect legal, beneficial, economic or voting interest in
Purchaser (or in an assignee of Purchaser, which pursuant to Section
13.3, acquires the Property at the Closing), nor has Purchaser or any
affiliate of Purchaser granted (as of the Effective Date or the Closing Date)
the Broker or any of its affiliates any right or option to acquire any direct or
indirect legal, beneficial, economic or voting interest in Purchaser.

6.5.6       
Purchaser is not a Prohibited Person.

6.5.7       
To Purchaser’s knowledge, none of its investors, affiliates or brokers or
other agents (if any), acting or benefiting in any capacity in connection with
this Contract is a Prohibited Person.

6.5.8       
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the property of, or beneficially owned, directly or indirectly,
by a Prohibited Person.

6.5.9       
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the proceeds of specified unlawful activity as defined by 18
U.S.C. § 1956(c)(7).

Article VII
OPERATION OF THE PROPERTY

7.1             
Leases and Property Contracts.  During the period of
time from the Effective Date to the Closing Date, in the ordinary course of
business Seller may enter into new Property Contracts, new Leases, renew
existing Leases or modify, terminate or accept the surrender or forfeiture of
any of the Leases, modify any Property Contracts, or institute and prosecute any
available remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, Seller
agrees that any such new Property Contracts or any new or renewed Leases shall
not have a term in excess of 1 year and shall be freely assignable to Purchaser,
without the prior written consent of Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed.

7.2             
General Operation of Property.  Except as specifically
set forth in this Article VII, Seller shall operate the Property after
the Effective Date in the ordinary course of business, and except as necessary
in Seller’s sole discretion to address (a) any life or safety issue at the
Property or (b) any other matter which in Seller’s reasonable discretion
materially adversely affects the use, operation or value of the Property, Seller
will not make any material alterations to the Property or remove any material
Fixtures and Tangible Personal Property without the prior written consent of
Purchaser which consent shall not be unreasonably withheld, denied or
delayed.

7.3             
Liens.  Other than utility easements and temporary
construction easements granted by Seller in the ordinary course of business,
Seller covenants that it will not voluntarily create or cause any lien or
encumbrance to attach to the Property between the Effective Date and the Closing
Date (other than Leases and Property Contracts as provided in Section
7.1) unless Purchaser approves such lien or encumbrance, which approval
shall not be unreasonably withheld, conditioned or delayed.  If Purchaser
approves any such subsequent lien or encumbrance, the same shall be deemed a
Permitted Encumbrance for all purposes hereunder.

Article
VIII
CONDITIONS PRECEDENT TO CLOSING

8.1             
Purchaser’s Conditions to Closing.  Purchaser’s
obligation to close under this Contract shall be subject to and conditioned upon
the fulfillment of the following conditions precedent:

8.1.1       
All of the documents required to be delivered by Seller to Purchaser at
the Closing pursuant to the terms and conditions hereof shall have been
delivered;

8.1.2       
Each of Seller’s Representations shall be true in all material respects
as of the Closing Date;

8.1.3       
Seller shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by Seller hereunder; and

8.1.4       
Neither Seller nor Seller’s general partner shall be a debtor in any
bankruptcy proceeding nor shall have been in the last 6 months a debtor in any
bankruptcy proceeding.

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser’s
obligation to Close except as expressly set forth in this Section
8.1.  If any condition set forth in Sections 8.1.1, 8.1.3 or
8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions
and proceed to Closing on the Closing Date with no offset or deduction from the
Purchase Price, or (b) if such failure constitutes a default by Seller, exercise
any of its remedies pursuant to Section 10.2.  If the condition set
forth in Section 8.1.2 is not met, Seller shall not be in default
pursuant to Section 10.2, and Purchaser may, as its sole and exclusive
remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and
receive a return of the Deposit from the Escrow Agent, or (ii) waive such
condition and proceed to Closing on the Closing Date with no offset or deduction
from the Purchase Price.

8.2             
Seller’s Conditions to Closing.  Without limiting any
of the rights of Seller elsewhere provided for in this Contract, Seller’s
obligation to close with respect to conveyance of the Property under this
Contract shall be subject to and conditioned upon the fulfillment of the
following conditions precedent:

8.2.1       
All of the documents and funds required to be delivered by Purchaser to
Seller at the Closing pursuant to the terms and conditions hereof shall have
been delivered;

8.2.2       
Each of the representations, warranties and covenants of Purchaser
contained herein shall be true in all material respects as of the Closing
Date;

8.2.3       
Purchaser shall have complied with, fulfilled and performed in all
material respects each of the covenants, terms and conditions to be complied
with, fulfilled or performed by Purchaser hereunder;

8.2.4       
Seller shall have received all consents, documentation and approvals
necessary to consummate and facilitate the transactions contemplated hereby,
including, without limitation, a tax free exchange pursuant to Section
13.18 (and the amendment of Seller’s (or Seller’s affiliates’) partnership
or other organizational documents in connection therewith), (a) from Seller’s partners, members, managers,
shareholders or directors to the extent required by Seller’s (or Seller’s
affiliates’) organizational documents, and (b) as required by law; and

8.2.5       
There shall not be pending or, to the knowledge of either Purchaser or
Seller, any litigation or threatened litigation which, if determined adversely,
would restrain the consummation of any of the transactions contemplated by this
Contract or declare illegal, invalid or nonbinding any of the covenants or
obligations of the Purchaser;

8.2.6       
The Loan Assumption and Release shall have occurred.

If
any of the foregoing conditions to Seller’s obligation to close with respect to
conveyance of the Property under this Contract are not met, Seller may (a) waive
any of the foregoing conditions and proceed to Closing on the Closing Date, or
(b) terminate this Contract, and, if such failure constitutes a default by
Purchaser, exercise any of its remedies under Section 10.1.

Article
IX
BROKERAGE

9.1             
Indemnity.  Seller represents and warrants to
Purchaser that it has dealt only with Apartment Realty Advisors, 14114 Dallas
Parkway, Suite 520, Dallas, Texas 75254 (“Broker”) in connection
with this Contract.  Purchaser represents and warrants to Seller that it
has dealt only with Roemer Real Estate, LLC (“Purchaser’s Broker”)
in connection with this Contract.  Seller and Purchaser each represents and
warrants to the other that, other than Broker and Purchaser’s Broker, it has not
dealt with or utilized the services of any other real estate broker, sales
person or finder in connection with this Contract, and each party agrees to
indemnify, hold harmless, and, if requested in the sole and absolute discretion
of the indemnitee, defend (with counsel approved by the indemnitee) the other
party from and against all Losses relating to brokerage commissions and finder’s
fees arising from or attributable to the acts or omissions of the indemnifying
party.

9.2             
Broker Commission.  If the Closing occurs, Seller
agrees to pay Broker a commission according to the terms of a separate contract
and Broker shall pay Purchaser’s Broker a commission according to the terms of a
separate contract between Broker and Purchaser’s Broker.  Neither Broker
nor Purchaser’s Broker shall not be deemed a party or third party beneficiary of
this Contract.  As a condition to Seller’s obligation to pay the
commission, Broker shall execute the signature page for Broker attached hereto
solely for purposes of confirming the matters set forth therein.

The
Texas Real Estate License Act requires written notice to Purchaser, when this
Contract is executed, from any licensed real estate broker or salesman who is to
receive a commission, that Purchaser should have an attorney of its own
selection examine an abstract of title to the property being acquired or that
Purchaser should be furnished with or should obtain a title insurance
policy.  Notice to that effect is, therefore, hereby given to Purchaser on
behalf of Broker.  Purchaser should not rely upon any oral representations
about the Property from any source.  Brokers are not qualified to render
property inspections, surveys, engineering studies, environmental assessments,
or inspections to determine compliance with zoning, governmental regulations, or laws.  Purchaser should seek experts to
render such services.  Selection of inspectors and repairmen is the
responsibility of the Purchaser and not the Broker.

Article
X
DEFAULTS AND REMEDIES

10.1         
Purchaser Default.  If Purchaser defaults in its
obligations hereunder to (a) deliver the Deposit (or any other deposit or
payment required of Purchaser hereunder), (b) deliver to Seller the
deliveries specified under Section 5.3 on the date required thereunder,
or (c) deliver the Purchase Price at the time required by Section 2.2.4
and close on the purchase of the Property on the Closing Date, then, immediately
and without the right to receive notice or to cure pursuant to Section
2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall
deliver the Deposit to Seller, and neither party shall be obligated to proceed
with the purchase and sale of the Property.  If, Purchaser defaults in any
of its other representations, warranties or obligations under this Contract, and
such default continues for more than 10 days after written notice from Seller,
then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the
Deposit to Seller, and neither party shall be obligated to proceed with the
purchase and sale of the Property.  The Deposit is liquidated damages and
recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality
obligations hereunder, Seller’s sole and exclusive remedy for Purchaser’s
failure to perform its obligation to purchase the Property or breach of a
representation or warranty.  Seller expressly waives the remedies of
specific performance and additional damages for such default by Purchaser. 
SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT TO
DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES
RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE
PROPERTY.  SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1
IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE
SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING
FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO
PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

10.2         
Seller Default.  If Seller, prior to the Closing,
defaults in its covenants or obligations under this Contract, including to sell
the Property as required by this Contract and such default continues for more
than 10 days after written notice from Purchaser, then, at Purchaser’s election
and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall
terminate, and all payments and things of value, including the Deposit, provided
by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover,
as its sole recoverable damages (but without limiting its right to receive a
refund of the Deposit), its direct and actual out-of-pocket expenses and costs
(documented by paid invoices to third parties) in connection with this
transaction, which damages shall not exceed $100,000 in aggregate, or (b)
subject to the conditions below, Purchaser may seek specific performance of
Seller’s obligation to deliver the Deed pursuant to this Contract (but not
damages).  Purchaser may seek specific performance of Seller’s obligation
to deliver the Deed pursuant to this Contract only if, as a condition precedent
to initiating such litigation for specific performance, Purchaser first shall
(i) deliver all Purchaser Closing documents to Escrow
Agent in accordance with the requirements of this Contract, including, without
limitation, Sections 2.2.3 and 5.3 (with the exception of Section
5.3.1); (ii) not otherwise be in default under this Contract; and (iii) file
suit therefor with the court on or before the 90th day after the Closing Date;
if Purchaser fails to file an action for specific performance within 90 days
after the Closing Date, then Purchaser shall be deemed to have elected to
terminate the Contract in accordance with subsection (a) above.  Purchaser
agrees that it shall promptly deliver to Seller an assignment of all of
Purchaser’s right, title and interest in and to (together with possession of)
all plans, studies, surveys, reports, and other materials paid for with the
out-of-pocket expenses reimbursed by Seller pursuant to the foregoing
sentence.  SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2
IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE
REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY
AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY
SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS CONTRACT.  UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK
OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR
INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR
ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS
CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS
OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO
SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY
PURSUING AN ACTION SEEKING SUCH REMEDY.

Article
XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to Closing, and the cost
for demolition, site cleaning, restoration, replacement, or other repairs
(collectively, the “Repairs”), is more than $1,200,000.00, then
Seller shall have no obligation to make such Repairs, and shall notify Purchaser
in writing of such damage or destruction (the “Damage
Notice”).  Within 10 days after Purchaser’s receipt of the Damage
Notice, Purchaser may elect at its option to terminate this Contract by
delivering written notice to Seller in which event the Deposit shall be refunded
to Purchaser.  In the event Purchaser fails to terminate this Contract
within the foregoing 10-day period, this transaction shall be closed in
accordance with Section 11.3 below.

11.2         
Minor Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to the Closing, and the
cost of Repairs is equal to or less than $1,200,000.00, this transaction shall
be closed in accordance with Section 11.3, notwithstanding such
casualty.  In such event, Seller may at its election endeavor to make such
Repairs to the extent of any recovery from insurance carried on the Property, if
such Repairs can be reasonably effected before the Closing.  Regardless of
Seller’s election to commence such Repairs, or Seller’s ability to complete such
Repairs prior to Closing, this transaction shall be closed in accordance with
Section 11.3 below.

11.3         
Closing.  In the event Purchaser fails to terminate
this Contract following a casualty as set forth in Section 11.1, or
in the event of a casualty as set forth in Section 11.2, then this
transaction shall be closed in accordance with the terms of the Contract, at
Seller’s election, either (i) for the full Purchase Price, notwithstanding
any such casualty, in which case Purchaser shall, at Closing, execute and
deliver an assignment and assumption (in a form reasonably required by Seller)
of Seller’s rights and obligations with respect to the insurance claim related
to such casualty, and thereafter Purchaser shall receive all insurance proceeds
pertaining to such claim, less any amounts which may already have been spent by
Seller for Repairs (plus a credit against the Purchase Price at Closing in the
amount of any deductible payable by Seller in connection therewith); or (ii) for
the full Purchase Price less a credit to Purchaser in the amount necessary to
complete such Repairs (less any amounts which may already have been spent by
Seller for Repairs).

11.4         
Repairs.  To the extent that Seller elects to commence
any Repairs prior to Closing, then Seller shall be entitled to receive and apply
available insurance proceeds to any portion of such Repairs completed or
installed prior to Closing, with Purchaser being responsible for completion of
such Repairs after Closing.  To the extent that any Repairs have been
commenced prior to Closing, then the Property Contracts shall include, and
Purchaser shall assume at Closing, all construction and other contracts entered
into by Seller in connection with such Repairs.

11.5         
Uniform Vendor and Purchaser Risk Act.  The parties
shall have the rights and duties as set forth in this Article XI rather
than as prescribed by the Uniform Vendor and Purchaser act, Texas Property Code
Section 5.007.

Article
XII
EMINENT DOMAIN

12.1         
Eminent Domain.  In the event that, at the time of
Closing, any material part of the Property is (or previously has been) acquired,
or is about to be acquired, by any governmental agency by the powers of eminent
domain or transfer in lieu thereof (or in the event that at such time there is
any notice of any such acquisition or intent to acquire by any such governmental
agency), Purchaser shall have the right, at Purchaser’s option, to terminate
this Contract by giving written notice within 10 days after Purchaser’s receipt
from Seller of notice of the occurrence of such event, and if Purchaser so
terminates this Contract, Purchaser shall recover the Deposit hereunder. 
If Purchaser fails to terminate this Contract within such 10-day period, this
transaction shall be closed in accordance with the terms of this Contract for
the full Purchase Price and Purchaser shall receive the full benefit of any
condemnation award.  It is expressly agreed between the parties hereto that
this section shall in no way apply to customary dedications for public purposes
which may be necessary for the development of the Property.

Article
XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.  This Contract shall not
be binding on either party until executed by both Purchaser and Seller. 
Neither the Escrow Agent’s nor the Broker’s execution of this Contract shall be
a prerequisite to its effectiveness.  Subject to Section 13.3,
this Contract shall be binding upon and inure to the
benefit of Seller and Purchaser, and their respective successors and permitted
assigns.

13.2         
Exhibits and Schedules.  All Exhibits and Schedules,
whether or not annexed hereto, are a part of this Contract for all
purposes.

13.3         
Assignability.  Except to the extent required to
comply with the provisions of Section 13.18 related to a 1031 Exchange,
this Contract is not assignable by Purchaser without first obtaining the prior
written approval of Seller.  Notwithstanding the foregoing, Purchaser may
assign this Contract, without first obtaining the prior written approval of
Seller, to one or more entities so long as (a) Purchaser is an affiliate of the
purchasing entity(ies), (b) Purchaser is not released from its liability
hereunder, and (c) Purchaser provides written notice to Seller of any proposed
assignment no later than 10 days prior to the Closing Date.  As used
herein, an affiliate is a person or entity controlled by, under common control
with, or controlling another person or entity.

13.4         
Captions.  The captions, headings, and arrangements
used in this Contract are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions hereof.

13.5         
Number and Gender of Words.  Whenever herein the
singular number is used, the same shall include the plural where appropriate,
and words of any gender shall include each other gender where
appropriate.

13.6         
Notices.  All notices, demands, requests and other
communications required or permitted hereunder shall be in writing, and shall be
(a) personally delivered with a written receipt of delivery; (b) sent by a
nationally-recognized overnight delivery service requiring a written
acknowledgement of receipt or providing a certification of delivery or attempted
delivery; (c) sent by certified or registered mail, return receipt requested; or
(d) sent by confirmed facsimile transmission or electronic delivery with an
original copy thereof transmitted to the recipient by one of the means described
in subsections (a) through (c) no later than 3 Business Days thereafter. 
All notices shall be deemed effective when actually delivered as documented in a
delivery receipt; provided, however, that if the notice was sent by overnight
courier or mail as aforesaid and is affirmatively refused or cannot be delivered
during customary business hours by reason of the absence of a signatory to
acknowledge receipt, or by reason of a change of address with respect to which
the addressor did not have either knowledge or written notice delivered in
accordance with this paragraph, then the first attempted delivery shall be
deemed to constitute delivery.  Each party shall be entitled to change its
address for notices from time to time by delivering to the other party notice
thereof in the manner herein provided for the delivery of notices.  All
notices shall be sent to the addressee at its address set forth following its
name below:

To
Purchaser:

 

RRM
– I, LLC

                       
9456 Jefferson Highway, Suite A

                       
Baton Rouge, Louisiana  70809

                       
Attention:  Charles E. Roemer, IV

                       
Telephone:  (225) 293-5812

                       
Facsimile:  (225) 293-5815

 

                       
And:

 

c/o
Roemer Real Estate, LLC

3100
Fairfield Avenue, Building 15

Shreveport,
Louisiana  71104

Attention: 
Franklin Roemer II

Telephone: 
(318) 218-4876

Facsimile: 
(318) 868-1423

 


To any Seller or Sellers’ Representative:

 

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Mark Reoch

Telephone: 
(303) 691-4344

Facsimile: 
(303)  300-3261

 

And:

 

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Mr. Harry Alcock

Telephone: 
(303) 691-4344

Facsimile: 
(303) 300-3282

 

with
copy to:

 

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Spiegleman, Esq.

Telephone: 
(303) 691-4303

Facsimile: 
(303) 300-3260

 

and
a copy to:

 

Apartment
Realty Advisors

14114
Dallas Parkway

Suite
250

Dallas,
Texas  75254

Attention:
 Brian R. Murphy

Telephone: 
(214) 420-3117

Facsimile: 
(972) 239-4829

 

and a copy to:

 

Kutak
Rock LLP

1801
California Street, Suite 3100

Denver,
Colorado  80202

Attention: 
Stephen Ismert, Esq.

Telephone: 
(303) 297-2400

Facsimile: 
(303) 292-7799

 

Any
notice required hereunder to be delivered to the Escrow Agent shall be delivered
in accordance with above provisions as follows:

First
American Title Insurance Company of New York

633
Third Avenue

New
York, New York  10017

Telephone: 
(212) 850-0664

Facsimile: 
(212) 331-1467

Attention: 
Linda J. Isaacson

Unless
specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must be delivered to the Escrow Agent in
order to be effective so long as it is delivered to the other party in
accordance with the above provisions.

13.7         
Governing Law and Venue.  The laws of the State of
Texas shall govern the validity, construction, enforcement, and interpretation
of this Contract, unless otherwise specified herein except for the conflict of
laws provisions thereof.  Subject to Section 13.24, all claims,
disputes and other matters in question arising out of or relating to this
Contract, or the breach thereof, shall be decided by proceedings instituted and
litigated in a court of competent jurisdiction in the state in which the
Property is situated, and the parties hereto expressly consent to the venue and
jurisdiction of such court.

13.8         
Entire Agreement.  This Contract embodies the entire
Contract between the parties hereto concerning the subject matter hereof and
supersedes all prior conversations, proposals, negotiations, understandings and
contracts, whether written or oral.

13.9         
Amendments.  This Contract shall not be amended,
altered, changed, modified, supplemented or rescinded in any manner except by a
written contract executed by all of the parties; provided, however, that, (a)
the signature of the Escrow Agent shall not be required as to any amendment of
this Contract other than an amendment of Section 2.3, and (b) the
signature of the Broker shall not be required as to any amendment of this
Contract

13.10     
Severability.  In the event that any part of this
Contract shall be held to be invalid or unenforceable by a court of competent
jurisdiction, such provision shall be reformed, and enforced to the maximum
extent permitted by law.  If such provision cannot be reformed, it shall be
severed from this Contract and the remaining portions of this Contract shall be
valid and enforceable.

13.11     
Multiple Counterparts/Facsimile Signatures.  This
Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of
signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.

13.12     
Construction.  No provision of this Contract shall be
construed in favor of, or against, any particular party by reason of any
presumption with respect to the drafting of this Contract; both parties, being
represented by counsel, having fully participated in the negotiation of this
instrument.

13.13     
Confidentiality.  Purchaser shall not disclose the
terms and conditions contained in this Contract and shall keep the same
confidential, provided that Purchaser may disclose the terms and conditions of
this Contract (a) as required by law, (b) to consummate the terms of this
Contract, or any financing relating thereto, or (c) to Purchaser’s or Seller’s
lenders, attorneys and accountants.  Any information obtained by Purchaser
in the course of its inspection of the Property, and any Materials provided by
Seller to Purchaser hereunder, shall be confidential and Purchaser shall be
prohibited from making such information public to any other person or entity
other than its Consultants, without Seller’s prior written authorization, which
may be granted or denied in Seller’s sole discretion, unless compelled to make
such disclosure pursuant to order of any court or law of any government. 
In addition, Purchaser shall use its reasonable efforts to prevent its
Consultants from divulging any such confidential information to any unrelated
third parties except as reasonably necessary to third parties engaged by
Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract.  Unless and until the Closing occurs, Purchaser shall not market
the Property (or any portion thereof) to any prospective purchaser or lessee
without the prior written consent of Seller, which consent may be withheld in
Seller’s sole discretion.  Notwithstanding the provisions of Section
13.8 Purchaser agrees that the covenants, restrictions and agreements of
Purchaser contained in any confidentiality agreement executed by Purchaser prior
to the Effective Date shall survive the execution of this Contract and shall not
be superseded hereby.

13.14     
Time of the Essence.  It is expressly agreed by the
parties hereto that time is of the essence with respect to this Contract and any
aspect thereof.

13.15     
Waiver.  No delay or omission to exercise any right or
power accruing upon any default, omission, or failure of performance hereunder
shall impair any right or power or shall be construed to be a waiver thereof,
but any such right and power may be exercised from time to time and as often as
may be deemed expedient.  No waiver, amendment, release, or modification of
this Contract shall be established by conduct, custom, or course of dealing and
all waivers must be in writing and signed by the waiving party.

13.16     
Attorneys’ Fees.  In the event either party hereto
commences litigation or arbitration against the other to enforce its rights
hereunder, the substantially prevailing party in such litigation shall be
entitled to recover from the other party its reasonable attorneys’ fees and
expenses incidental to such litigation and arbitration, including the cost of
in-house counsel and any appeals.

13.17     
Time Zone/Time Periods.  Any reference in this
Contract to a specific time shall refer to the time in the time zone where the
Property is located.  (For example, a reference to 3:00 p.m. refers to 3:00
p.m. MST if the Property is located in Denver, Colorado.)  Should the last
day of a time period fall on a weekend or legal holiday, the next Business Day
thereafter shall be considered the end of the time period.

13.18     
1031 Exchange.  Seller and Purchaser acknowledge and
agree that the purchase and sale of the Property may be part of a tax-free
exchange for either Purchaser or Seller pursuant to Section 1031 of the Code,
the regulations promulgated thereunder, revenue procedures, pronouncements and
other guidance issued by the Internal Revenue Service.  Each party hereby
agrees to cooperate with each other and take all reasonable steps on or before
the Closing Date to facilitate such exchange if requested by the other party,
provided that (a) no party making such accommodation shall be required to
acquire any substitute property, (b) such exchange shall not affect the
representations, warranties, liabilities and obligations of the parties to each
other under this Contract, (c) no party making such accommodation shall incur
any additional cost, expense or liability in connection with such exchange
(other than expenses of reviewing and executing documents required in connection
with such exchange), and (d) no dates in this Contract will be extended as a
result thereof, except as specifically provided herein.  Notwithstanding
anything in this Section 13.18 to the contrary, Seller shall have the
right to extend the Closing Date (as extended pursuant to the second or third
sentences of Section 5.1) for up to 30 days in order to facilitate a tax
free exchange pursuant to this Section 13.18, and to obtain all
documentation in connection therewith.

13.19     
No Personal Liability of Officers, Trustees or Directors of
Seller’s Partners.  Purchaser acknowledges that this Contract is
entered into by Seller which is a Delaware limited partnership, and Purchaser
agrees that none of Seller’s Indemnified Parties shall have any personal
liability under this Contract or any document executed in connection with the
transactions contemplated by this Contract.

13.20     
No Exclusive Negotiations.  Seller shall have the
right, at all times prior to the expiration of the Feasibility Period, to
solicit backup offers and enter into discussions, negotiations, or any other
communications concerning or related to the sale of the Property with any
third-party; provided, however, that such communications are subject to the
terms of this Contract, and that Seller shall not enter into any binding
contract with a third-party for the sale of the Property unless such contract is
contingent on (A) notice to Purchaser and (B) the termination of this Contract
and the return of the Deposit in full to Purchaser, provided Purchaser is not in
default hereunder, without the Property having been conveyed to Purchaser.


13.21     
ADA Disclosure.  Purchaser acknowledges that the
Property may be subject to the federal Americans With Disabilities Act (the
“ADA”) and the federal Fair Housing Act (the
“FHA”).  The ADA requires, among other matters, that tenants
and/or owners of “public accommodations” remove barriers in order to make the
Property accessible to disabled persons and provide auxiliary aids and services
for hearing, vision or speech impaired persons.  Seller makes no warranty,
representation or guarantee of any type or kind with respect to the Property’s
compliance with the ADA or the FHA (or any similar state or local law), and
Seller expressly disclaims any such representations.

13.22     
No Recording.  Purchaser shall not cause or allow this
Contract or any contract or other document related hereto, nor any memorandum or
other evidence hereof, to be recorded or become a public record without Seller’s
prior written consent, which consent may be withheld at Seller’s sole
discretion.  If Purchaser records this Contract or any other memorandum or
evidence thereof, Purchaser shall be in default of its obligations under this
Contract.  Purchaser hereby appoints Seller as Purchaser’s attorney-in-fact
to prepare and record any documents necessary to effect the nullification and
release of the Contract or other memorandum or evidence thereof from the public
records.  This appointment shall be coupled with an interest and
irrevocable.

13.23     
Relationship of Parties.  Purchaser and Seller
acknowledge and agree that the relationship established between the parties
pursuant to this Contract is only that of a seller and a purchaser of
property.  Neither Purchaser nor Seller is, nor shall either hold itself
out to be, the agent, employee, joint venturer or partner of the other
party.

13.24     
Dispute Resolution.  Any controversy, dispute, or
claim of any nature arising out of, in connection with, or in relation to the
interpretation, performance, enforcement or breach of this Contract (and any
closing document executed in connection herewith), including any claim based on
contract, tort or statute, shall be resolved at the written request of any party
to this Contract by binding arbitration.  The arbitration shall be
administered in accordance with the then current Commercial Arbitration Rules of
the American Arbitration Association.  Any matter to be settled by
arbitration shall be submitted to the American Arbitration Association in the
state in which the Property is located.  The parties shall attempt to
designate one arbitrator from the American Arbitration Association.  If
they are unable to do so within 30 days after written demand therefor, then the
American Arbitration Association shall designate an arbitrator.  The
arbitration shall be final and binding, and enforceable in any court of
competent jurisdiction.  The arbitrator shall award attorneys’ fees
(including those of in-house counsel) and costs to the substantially prevailing
party and charge the cost of arbitration to the party which is not the
substantially prevailing party.  Notwithstanding anything herein to the
contrary, this Section 13.24 shall not prevent Purchaser or Seller
from seeking and obtaining equitable relief on a temporary or permanent basis,
including, without limitation, a temporary restraining order, a preliminary or
permanent injunction or similar equitable relief, from a court of competent
jurisdiction located in the state in which the Property is located (to which all
parties hereto consent to venue and jurisdiction) by instituting a legal action
or other court proceeding in order to protect or enforce the rights of such
party under this Contract or to prevent irreparable harm and injury.  The
court’s jurisdiction over any such equitable matter, however, shall be expressly
limited only to the temporary, preliminary, or permanent equitable relief
sought; all other claims initiated under this Contract between the parties
hereto shall be determined through final and binding arbitration in accordance
with this Section 13.24.

13.25     
AIMCO Marks.  Purchaser agrees that Seller, the
Property Manager or AIMCO, or their respective affiliates, are the sole owners
of all right, title and interest in and to the AIMCO Marks (or have the right to
use such AIMCO Marks pursuant to license agreements with third parties) and that
no right, title or interest in or to the AIMCO Marks is granted, transferred,
assigned or conveyed as a result of this Contract.  Purchaser further
agrees that Purchaser will not use the AIMCO Marks for any purpose.

13.26     
Non-Solicitation of Employees.  Prior to the
expiration of the Feasibility Period, Purchaser acknowledges and agrees that,
without the express written consent of Seller, neither Purchaser nor any of
Purchaser’s employees, affiliates or agents shall solicit any of Seller’s
employees or any employees located at the Property (or any of Seller’s
affiliates’ employees located at any property owned by such affiliates) for
potential employment.

13.27     
Survival.  Except for (a) all of the provisions of this
Article XIII (other than Sections 13.18 and 13.20);
(b) Sections 2.3, 3.3, 3.4, 3.5, 4.5.5, 4.5.6, 5.4, 5.5, 6.2, 6.5, 9.1, 11.4
and 14.1; (c) any other provisions in this Contract, that by their express
terms survive the termination or Closing; and (d) any payment obligation of
Purchaser under this Contract (the foregoing (a), (b), (c) and (d) referred to
herein as the “Survival Provisions”), none of the terms and
provisions of this Contract shall survive the termination of this Contract, and
if the Contract is not so terminated, all of the terms and provisions of this
Contract (other than the Survival Provisions, which shall survive the Closing)
shall be merged into the Closing documents and shall not survive
Closing.

13.28     
Multiple Purchasers.  As used in this Contract, the
term “Purchaser” means all entities acquiring any interest in the
Property at the Closing, including, without limitation, any assignee(s) of the
original Purchaser pursuant to Section 13.3 of this Contract.  In
the event that “Purchaser” has any obligations or makes any covenants,
representations or warranties under this Contract, the same shall be made
jointly and severally by all entities being a Purchaser hereunder.

Article
XIV
LEAD–BASED PAINT DISCLOSURE

14.1         
Disclosure.  Seller and Purchaser hereby acknowledge
delivery of the Lead Based Paint Disclosure attached as Exhibit H
hereto.

 [Remainder
of page intentionally left blank; signatures to follow]

 


NOW, THEREFORE, the parties hereto have executed this
Contract as of the date first set forth above.

Seller:

 

THE
NEW FAIRWAYS, L.P.,

a
Delaware limited partnership

By:
DAVIDSON GROWTH PLUS GP LIMITED PARTNERSHIP,

a
Delaware limited partnership,

its
general partner

By:
DAVIDSON GROWTH PLUS GP CORPORATION,

a
Delaware corporation,

its
general partner

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

Purchaser:

RRM
- I, LLC,

a
Louisiana limited liability company

By: 
/s/Charles E. Roemer, IV

Name: 
Charles E. Roemer, IV

Title: 
Manager/Director