Exhibit 10.41

 

PURCHASE AND SALE CONTRACT

 

 

BETWEEN

 

 

 

CCIP/2 WINDEMERE, L.P.,
a Delaware limited
partnership

 

 

 

 

 

AS SELLER

 

 

 

 

AND

 

 

 

 

DERBYSHIRE INVESTMENTS WINDEMERE, LLC,
a Texas
limited liability company

 

 

 

AS PURCHASER

 

 

WINDEMERE APARTMENTS




Table of Contents

Page

	
 
	
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
	
5

	
 
	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
 
	
ARTICLE
V
	
CLOSING
	
8

	
 
	
5.1
	
Closing
Date
	
8

	
 
	
5.2
	
Seller
Closing Deliveries
	
8

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
9

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
10

	
 
	
5.5
	
Post
Closing Adjustments
	
14

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
14

	
 
	
6.1
	
Seller’s
Representations
	
14

	
 
	
6.2
	
AS-IS
	
15

	
 
	
6.3
	
Survival
of Seller’s Representations
	
16

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
16

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
16

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
17

	
 
	
7.1
	
Leases
and Property Contracts
	
17

	
 
	
7.2
	
General
Operation of Property
	
18

	
 
	
7.3
	
Liens
	
18

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
18

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
18

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
19

	
 
	
ARTICLE
IX
	
BROKERAGE
	
19

	
 
	
9.1
	
Indemnity
	
19

	
 
	
9.2
	
Broker
Commission
	
20

	
 
	
9.3
	
Texas
Real Estate License Act
	
20

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
20

	
 
	
10.1
	
Purchaser
Default
	
20

	
 
	
10.2
	
Seller
Default
	
21

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
22

	
 
	
11.1
	
Major
Damage
	
22

	
 
	
11.2
	
Minor
Damage
	
22

	
 
	
11.3
	
Closing
	
22

	
 
	
11.4
	
Repairs
	
22

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
23

	
 
	
12.1
	
Eminent
Domain
	
23

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
23

	
 
	
13.1
	
Binding
Effect of Contract
	
23

	
 
	
13.2
	
Exhibits
and Schedules
	
23

	
 
	
13.3
	
Assignability
	
23

	
 
	
13.4
	
Captions
	
23

	
 
	
13.5
	
Number
and Gender of Words
	
23

	
 
	
13.6
	
Notices
	
23

	
 
	
13.7
	
Governing
Law and Venue
	
26

	
 
	
13.8
	
Entire
Agreement
	
26

	
 
	
13.9
	
Amendments
	
26

	
 
	
13.10
	
Severability
	
26

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
26

	
 
	
13.12
	
Construction
	
26

	
 
	
13.13
	
Confidentiality
	
26

	
 
	
13.14
	
Time
of the Essence
	
27

	
 
	
13.15
	
Waiver
	
27

	
 
	
13.16
	
Attorneys’
Fees
	
27

	
 
	
13.17
	
Time
Zone/Time Periods
	
27

	
 
	
13.18
	
1031
Exchange
	
27

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
28

	
 
	
13.20
	
[Intentionally
Left Blank]
	
28

	
 
	
13.21
	
ADA
Disclosure
	
28

	
 
	
13.22
	
No
Recording
	
28

	
 
	
13.23
	
Relationship
of Parties
	
28

	
 
	
13.24
	
Dispute
Resolution
	
28

	
 
	
13.25
	
AIMCO
Marks
	
29

	
 
	
13.26
	
Non-Solicitation
of Employees
	
29

	
 
	
13.27
	
Survival
	
29

	
 
	
13.28
	
Multiple
Purchasers
	
29

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
30

	
 
	
14.1
	
Disclosure
	
30

								


 

 

	
Exhibit
A - Legal Description For the Windemere Apartments
	
A-1

	
Exhibit
B - Form of Special Warranty Deed
	
B-1

	
Exhibit
C - Form of Bill of Sale
	
C-1

	
Exhibit
D - General Assignment and Assumption
	
D-1

	
Exhibit
E - Assignment and Assumption of Leases and Security Deposits
	
E-1

	
Exhibit
F - Notice to Vendor Regarding Termination of Contract
	
F-1

	
Exhibit
G - Tenant Notification
	
G-1

	
Exhibit
H - Lead-Based Paint Disclosure
	
H-1

	
Schedule
1 - Defined Terms
	
Schedule 1

	
Schedule
1.1.18 - List of Excluded Permits
	
Schedule 1.1.18

	
Schedule
1.1.22 - List of Excluded Fixtures and Tangible Personal Property
	
Schedule 1.1.22

	
Schedule
3.5 - List of Materials
	
Schedule 3.5



 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 8th day of May, 2009 (the “Effective Date”), by and
between CCIP/2 WINDEMERE, L.P., a Delaware limited partnership, having an
address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
(“Seller”), and DERBYSHIRE INVESTMENTS WINDEMERE, LLC, a Texas
limited liability company, having a principal address at 7 Switchbud Place,
Suite C192-269, The Woodlands, Texas 77380 (“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 Harris County, Texas, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as the Windemere
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 $8,077,000.00, payable by Purchaser, as follows:

2.2.1.     
Within 2 Business Days following the Effective Date, Purchaser
shall deliver to Fidelity National Title Insurance Company, 8450 E. Crescent
Parkway, Suite 410, Greenwood Village, Colorado 80111, Attention: Valena
Bloomquist, (303) 244-9198 (telephone), (720) 489-7593 (facsimile)
(“Escrow Agent” or “Title Insurer”) an initial
deposit (the “Initial Deposit”) of $80,770.00 by wire transfer of
immediately available funds (“Good Funds”).  

2.2.2.     
On or before the day that the Feasibility Period expires,
Purchaser shall deliver to Escrow Agent an additional deposit (the
“Additional Deposit”) of $80,770.00 by wire transfer of Good
Funds.

2.2.3.     
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.

2.2.4.     
Seller and Purchaser agree that the amount of $100.00 (the
“Independent Contract Consideration”) of the Deposit has been paid
by Purchaser to Seller concurrently with the deposit into escrow of the Deposit,
as consideration for Seller’s execution and delivery of this Contract and for
Purchaser’s rights of review, inspection and termination provided in Article
III hereof.  The Independent Contract 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
whatsoever.

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 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, 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”). 
Provided that Purchaser is not in default under the terms of this Contract and
solely to the extent necessary to obtain financing for the acquisition of the
Property, Purchaser shall be permitted a one-time 15-day extension of the
Feasibility Period specified in the first sentence of this Section 3.1 by
delivering written notice to Seller no later than 40 days after the Effective
Date.

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 Initial 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 Sections 4.6, 8.1 and
10.2.

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 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, which rent roll is that
which Seller uses in the ordinary course of operating the Property (the “Rent
Roll”).  Seller makes no representations or warranties regarding the
Rent Roll other than the express representation set forth in Section
6.1.5.  

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 6.1.6.

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
Seller shall deliver 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 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 owner’s title insurance policy for the
Property, using the most recent standard form promulgated by the Texas State
Department of Insurance in accordance with the Texas Title Act for use in
writing title insurance in the State of Texas, 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”). 
Seller shall, at its sole cost and expense, order an update of the Existing
Survey from Millman Surveying, Inc. following the Effective Date (such new or
updated survey, together with the Existing Survey, is referred to herein as the
“Survey”), however Purchaser shall be responsible for working with
the surveyor to complete such Survey.  

4.3.           
Objection and Response Process.

 
On or before the date which is 30 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 35 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.     
Applicable zoning and governmental regulations and
ordinances;

4.4.4.     
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.5.     
The terms and conditions of this Contract.

4.5.           
Existing Deed of Trust.

 
It is understood and agreed that, whether or not Purchaser gives an Objection
Notice with respect thereto, any deeds of trust and/or mortgages which secure
the Note (collectively, the “Deed of Trust”) shall not be deemed
Permitted Exceptions, whether Purchaser gives further written notice of such or
not, and shall be paid off, satisfied, discharged and/or cured from proceeds of
the Purchase Price 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 2.2.3 (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 Seller’s payment in full of the Note (the
“Loan Payoff”).  Further, the Closing Date may be extended
without penalty at the option of Seller to a date not later than forty five (45)
days following the Closing Date specified in the first sentence of this
paragraph above (or, if applicable, as extended by Seller pursuant to the second
sentence of this paragraph above) as necessary for satisfaction of the condition
to Closing set forth in Section 8.2.4.  Written notice of any such
extension of the Closing Date by Seller shall be delivered to Purchaser no later
than 10 days prior to the scheduled Closing Date.  

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.  Notification letters to
all Tenants in the form attached hereto as Exhibit G, which shall be
delivered to all Tenants by Seller immediately after Closing (the “Tenant
Notification”).

5.2.12.  Any notice required by
City of Houston Ordinance 89-1312 or Ordinance 1999-262, as applicable (the
“Ordinance Notice”).

5.2.13.  Any notice required by
Sections 49.231 or 49.452 of the Texas Water Code (the “District
Notice”).

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), plus or
minus the adjustments or prorations required by this Contract.

5.3.2.     
A title affidavit or an indemnity form (pertaining to Purchaser’s
activity on the Property prior to Closing), reasonably acceptable to Purchaser,
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.

5.3.3.     
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.     
A countersigned counterpart to the Tenant Notification. 


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.  A countersigned
counterpart to the Ordinance Notice.

5.3.11.  A countersigned
counterpart to the District Notice.

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).  Except as set forth in Section 5.4.12, the proration of
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, pet 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.     
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.

5.4.8.     
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.

5.4.9.     
Closing Costs.  Purchaser shall pay any transfer,
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.  

5.4.10.  [Intentionally
deleted]

5.4.11. 
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 one (1) year 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. 


5.4.12.  Tax
Appeals.  Prior to Closing, Seller agrees to file an appeal (the
“Tax Appeal”) with respect to real estate ad valorem or other
similar property taxes applicable to the Property assessed during the Tax Year
in which Closing occurs (the “Property Taxes”).  

5.4.12.1 
Prior to the Closing, Seller shall notify Purchaser whether Seller desires to
continue to process the Tax Appeal from and after the Closing Date.  If
Seller fails to notify Purchaser of its election to continue the Tax Appeal,
Seller will be deemed to have elected not to continue the Tax Appeal from and
after the Closing Date and the provisions of Section 5.4.12.1(b) shall
apply.

 

           
(a)        If Seller elects to continue the
Tax Appeal, then, from and after the Closing Date, Seller agrees that it will
continue, at Seller’s sole cost and expense, to reasonably process the Tax
Appeal to conclusion with the applicable taxing authority (including any further
appeals which Seller deems reasonable to pursue).  In the event that the
Tax Appeal is successful in reducing the amount of Property Taxes payable with
respect to the Tax Year in which Closing occurs, then Purchaser and Seller shall
share any rebate, refund or reduction (collectively, a “Refund”)
resulting from the Tax Appeal on a pro rata basis (in accordance with the number
of days in the Tax Year of Closing that each held title to the Property) after
first reimbursing Seller for its actual, reasonable and documented third-party
costs (collectively, the “Third-Party Costs”) incurred in
connection with the Tax Appeal.  If Third-Party Costs equal or exceed the
amount of the Refund, then Seller shall be entitled to the full amount of the
Refund.

 

        
(b)        If Seller does not elect to
continue the Tax Appeal, then, from and after the Closing Date, Purchaser agrees
that it will continue, at Purchaser’s sole cost and expense, to reasonably
process the Tax Appeal to conclusion with the applicable taxing authority
(including any further appeals which Purchaser deems reasonable to
pursue).  In the event that the Tax Appeal is successful in reducing the
amount of Property Taxes payable with respect to the Tax Year in which Closing
occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in
accordance with the number of days in the Tax Year of Closing that each held
title to the Property) after first reimbursing each of Purchaser and Seller for
their respective Third-Party Costs incurred in connection with the Tax
Appeal.  If Third-Party Costs equal or exceed the amount of the Refund,
then the Refund shall be applied to such Third-Party Costs on a pro rata basis,
with each of Purchaser and Seller receiving a portion of the Refund equal to the
product of (i) a fraction, the numerator of which is the respective party’s
Third-Party Costs, and the denominator of which is the total of both parties’
Third-Party Costs, and (ii) the amount of the Refund.

 

5.4.12.2  For purposes of this Section 5.4.12,
“Tax Year” shall mean each 12-month period for which the
applicable taxing authority assesses Property Taxes, which may or may not be a
calendar year.

 

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 90 days after Closing, or (b)
subject to such 90-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, 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
of any material default by Seller under any of the Property Contracts that will
not be terminated on the Closing Date.

6.1.5.     
To Seller’s knowledge, the Rent Roll (as updated pursuant to
Section 5.2.9) is accurate in all material respects.

6.1.6.     
To Seller’s knowledge, the Property Contracts List (as updated
pursuant to Section 5.2.10) is accurate in all material respects.


6.1.7.     
To Seller’s knowledge, Seller has not received any written notice
from a governmental agency of any uncured material violation of any federal,
state, county or municipal law, ordinance, order, regulation or requirement
affecting the Property. 

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, but is not relying upon, any information provided by Seller or
Brokers or statements, representations or warranties, express or implied, made
by or enforceable directly against Seller or Brokers, 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 Seller’s 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.  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 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 any duty to investigate the matter to which such
actual knowledge or the absence thereof pertains, or to impose upon such
Regional Property 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 Texas.

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, Brokers) in connection with this Contract and
the acquisition of the Property.

6.5.5.     
Brokers and their 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 Brokers 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 (i) any such new Property Contracts or any new or renewed Leases shall not have a term
in excess of 1 year without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld, conditioned or delayed; (ii) Seller
shall not enter into any new Leases with a term of less than 6 months; (iii)
Seller shall not enter into any additional non-paying employee Leases (except
that Seller may replace existing non-paying employee Leases); (iv) Seller shall
provide weekly Rent Rolls to the Purchaser; (v) unless otherwise agreed to by
Purchaser, the rent charged under each lease shall be substantially similar to
the rental amount assessed for similar units at the Project in Seller's ordinary
course of business; and (vi) Seller will continue to screen prospective tenants
consistent with Seller's ordinary course of business.

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 with respect to any information statements or other governmental
filings necessary to consummate and facilitate the transactions contemplated
hereby; 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;

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, 675 Bering Drive, Suite 500, Houston, Texas 77057
(“Seller’s Broker”) in connection with this Contract. 
Purchaser represents and warrants to Seller that it has dealt only with Seller’s
Broker and Lifestyles Realty, Inc., 11200 Westheimer Road, Suite 1000, Houston, Texas 77042 (“Purchaser’s
Broker” and, collectively with Seller’s Broker, the
“Brokers”).  Seller and Purchaser each represents and
warrants to the other that, other than Brokers, 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 Purchaser agrees to pay Purchaser’s Broker a
commission according to the terms of a separate contract.  Brokers shall
not be deemed parties or third party beneficiaries of this Contract.  As a
condition to Seller’s obligation to pay the commission to Seller’s Broker,
Brokers shall execute the signature pages for Seller’s Broker and Purchaser’s
Broker attached hereto solely for purposes of confirming the matters set forth
therein.

9.3.           
Texas Real Estate License Act.

 
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 Brokers.

ARTICLE
X
DEFAULTS AND REMEDIES

10.1.       
Purchaser Default.

 
If Purchaser defaults in its obligations hereunder to (a) deliver the Initial
Deposit or Additional 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 2.2.3 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 2.3.3, 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
$50,000 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 Section 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 $500,000.00, 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
$500,000.00, then 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.  

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 Brokers’
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:

Derbyshire Investments Windemere, LLC
7 Switchbud Place, Suite
C192-269
The Woodlands, Texas
77380
Attention:          Stuart
Lunn
Telephone:       
832-782-4924
Facsimile:        
281-657-7054

 

with
a copy to:

Boyer &
Ketchand
                       
Nine Greenway Plaza, Suite
3100
                       
Houston, Texas
77380
                       
Attention: Keith Short,
Esq.
                       
Telephone:       
713-871-2079
                       
Facsimile:         713-871-2024

To
Seller:

CCIP/2
Windemere, L.P.

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention:
         Mark Reoch

Telephone: 
      303-691-4337

Facsimile: 
       303-300-3261

 

And:

 

CCIP/2
Windemere, L.P.

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: 
       720-200-6882

 

and
a copy to:

 

Apartment Realty Advisors
675 Bering Drive, Suite 500
Houston,
Texas 77057
Attention:         
Cliff McDaniel
Telephone:       
713-249-4509
Facsimile:        
713-599-1801

 

and
a copy to:

 

Ballard
Spahr Andrews & Ingersoll, LLP

1225
17th Street, Suite 2300

Denver,
Colorado  80202

Attention: 
        Beverly J. Quail, Esq. and Joseph E.
Lubinski

Telephone:
       303-292-2400

Facsimile: 
       303-296-3956

 

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

Fidelity National Title Insurance Company
8450 E. Crescent
Parkway, Suite 410
Denver, Colorado
80111
Attention:          Valena
Bloomquist
Telephone:       
303-244-9198
Facsimile:        
720-489-7593

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 Brokers 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.  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. Mountain Time (either Daylight Savings Time or Standard
Time) if the Property is located in Denver, CO.)  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.  Seller acknowledges that this Contract is entered into by
Purchaser which is a Texas limited liability company and Seller agrees that none
of Purchaser's members, managers, officers, directors, trustees, shareholders,
agents, representatives or affiliates shall have any personal liability under
this Contract or any document executed in connection with the transactions
contemplated by this Contract (except to the extent this Contract is assigned to
such Person).

13.20.    [Intentionally Left Blank]

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, 5.4, 5.5,
6.2, 6.5, 9.1, 11.4, 14.1, and 14.2; (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]


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

Seller:

 

CCIP/2 WINDEMERE, L.P.,

a Delaware limited partnership

 

By:   CCIP/2 Windemere, L.L.C.,

        a Delaware limited
liability company,

        its general partner

 

        By:  
Consolidated Capital Institutional Properties/2, LP Series A,

               
a Delaware limited partnership,

               
its member

 

               
By:   Concap Equities, Inc.,

                       
a Delaware corporation,

                       
its general partner         

                       


                       


                       
By:  /s/Brian J. Bornhorst

                       
Name:  Brian J. Bornhorst

                       
Title:  Vice President

 

 

 

Purchaser:

 

DERBYSHIRE
INVESTMENTS WINDEMERE, LLC, 

a
Texas limited liability company

 

By: 
/s/Stuart D. Lunn

Name: 
Stuart D. Lunn

Title: 
Chief Executive Officer




SCHEDULE 1

DEFINED
TERMS

1.1.           
“ADA” shall have the meaning set forth in
Section 13.21.

1.2.           
“Additional Deposit” shall have the meaning set
forth in Section 2.2.2.

1.3.           
“AIMCO” means Apartment Investment and Management
Company.

1.4.           
“AIMCO Marks” means all words, phrases, slogans,
materials, software, proprietary systems, trade secrets, proprietary information
and lists, and other intellectual property owned or used by Seller, the Property
Manager, or AIMCO in the marketing, operation or use of the Property (or in the
marketing, operation or use of any other properties managed by the Property
Manager or owned by AIMCO or an affiliate of either Property Manager or
AIMCO).

1.5.           
“Brokers” shall have the meaning set forth in
Section 9.1.

1.6.           
“Business Day” means any day other than a Saturday
or Sunday or Federal holiday or legal holiday in the States of Colorado or
Texas.

1.7.           
“Closing” means the consummation of the purchase and
sale and related transactions contemplated by this Contract in accordance with
the terms and conditions of this Contract.

1.8.           
“Closing Date” means the date on which date the
Closing of the conveyance of the Property is required to be held pursuant to
Section 5.1.

1.9.           
“Code” shall have the meaning set forth in
Section 2.3.6.

1.10.       
“Consent Agreement” shall have the meaning set forth
in Section 14.2.

1.11.       
“Consultants” shall have the meaning set forth in
Section 3.1.

1.12.       
“Damage Notice” shall have the meaning set forth in
Section 11.1.

1.13.       
“Deed” shall have the meaning set forth in
Section 5.2.1.

1.14.       
“Deed of Trust” shall have the meaning set forth in
Section 4.5.

1.15.       
“Deposit” means, to the extent actually deposited by
Purchaser with Escrow Agent, the Initial Deposit and the Additional
Deposit.

1.16.       
“District Notice” shall have the meaning set forth
in Section 5.2.13.

1.17.       
“Escrow Agent” shall have the meaning set forth in
Section 2.2.1.

1.18.       
“Excluded Permits” means those Permits which, under
applicable law, are nontransferable and such other Permits, if any, as may be
designated as Excluded Permits on Schedule 1.1.18.

1.19.       
“Existing Survey” shall have the meaning set forth
in Section 4.2.

1.20.       
“Feasibility Period” shall have the meaning set
forth in Section 3.1.

1.21.       
“FHA” shall have the meaning set forth in Section
13.21.

1.22.       
“Fixtures and Tangible Personal Property” means all
fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus,
appliances and other articles of tangible personal property located on the Land
or in the Improvements as of the Effective Date and used or usable in connection
with the occupation or operation of all or any part of the Property, but only to
the extent transferable.  The term “Fixtures and Tangible Personal
Property” does not include (a) equipment leased by Seller and the
interest of Seller in any equipment provided to the Property for use, but not
owned or leased by Seller, or (b) property owned or leased by any Tenant or
guest, employee or other person furnishing goods or services to the Property, or
(c) property and equipment owned by Seller, which in the ordinary course of
business of the Property is not used exclusively for the business, operation or
management of the Property, or (d) the property and equipment, if any, expressly
identified in Schedule 1.1.22.

1.23.       
“General Assignment” shall have the meaning set
forth in Section 5.2.3.

1.24.       
“Good Funds” shall have the meaning set forth in
Section 2.2.1.

1.25.       
“Improvements” means all buildings and improvements
located on the Land taken “as is.”

1.26.       
“Independent Contract Consideration” shall have the
meaning set forth in Section 2.2.4.

1.27.       
“Initial Deposit” shall have the meaning set forth
in Section 2.2.1.

1.28.       
“Inspections” shall have the meaning set forth in
Section 3.1.

1.29.       
“Land” means all of those certain tracts of land
located in the State of Texas described on Exhibit A, and all rights,
privileges and appurtenances pertaining thereto, as more particularly described
in the Deed.

1.30.       
“Lease(s)” means the interest of Seller in and to
all leases, subleases and other occupancy contracts, whether or not of record,
which provide for the use or occupancy of space or facilities on or relating to
the Property and which are in force as of the Closing Date for the
Property.

1.31.       
“Leases Assignment” shall have the meaning set forth
in Section 5.2.4.

1.32.       
“Lender” means Federal Home Loan Mortgage
Corporation, as assignee of GMAC Commercial Mortgage Corporation.

1.33.       
“Loan” means the indebtedness owing to Lender
evidenced by the Note. 

1.34.       
“Loan Payoff” shall have the meaning set forth in
Section 5.1.

1.35.       
“Losses” shall have the meaning set forth in
Section 3.4.1.

1.36.       
“Materials” shall have the meaning set forth in
Section 3.5.

1.37.       
“Miscellaneous Property Assets” means all contract
rights, leases, concessions, warranties, plans, drawings and other items of
intangible personal property relating to the ownership or operation of the
Property and owned by Seller, excluding, however, (a) receivables, (b) Property
Contracts, (c) Leases, (d) Permits, (e) cash or other funds, whether in petty
cash or house “banks,” or on deposit in bank accounts or in transit for deposit,
(f) refunds, rebates or other claims, or any interest thereon, for periods or
events occurring prior to the Closing Date, (g) utility and similar deposits,
(h) insurance or other prepaid items, (i) Seller’s proprietary books and
records, or (j) any right, title or interest in or to the AIMCO Marks.  The
term “Miscellaneous Property Assets” also shall include all of
Seller’s rights, if any, in and to the name “Windemere Apartments” as it relates
solely to use in connection with the Property (and not with respect to any other
property owned or managed by Seller, Property Manager, AIMCO, or their
respective affiliates).

1.38.       
“New Exception” shall have the meaning set forth in
Section 4.6.

1.39.       
“New Exception Review Period” shall have the meaning
set forth in Section 4.6.

1.40.       
“Note” means that certain Multifamily Note in the
original principal amount of $6,075,000.00, dated October 2, 2000, executed by
Consolidated Capital Equity Partners/Two, L.P. and payable to the order of GMAC
Commercial Mortgage Corporation, as assigned to Lender.

1.41.       
“Objection Deadline” shall have the meaning set
forth in Section 4.3.

1.42.       
“Objection Notice” shall have the meaning set forth
in Section 4.3.

1.43.       
“Objections” shall have the meaning set forth in
Section 4.3.

1.44.       
“Ordinance Notice” shall have the meaning set forth
in Section 5.2.12.

1.45.       
“Permits” means all licenses and permits granted by
any governmental authority having jurisdiction over the Property owned by Seller
and required in order to own and operate the Property.

1.46.       
“Permitted Exceptions” shall have the meaning set
forth in Section 4.4.

1.47.       
“Prohibited Person” means any of the
following:  (a) a person or entity that is listed in the Annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist
Financing (effective September 24, 2001) (the “Executive Order”);
(b) a person or entity owned or controlled by, or acting for or on behalf of any
person or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, the Executive Order; (c) a person or entity that is named as a
“specially designated national” or “blocked person” on the most current list
published by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) at its official website,
http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is
otherwise the target of any economic sanctions program currently administered by
OFAC; or (e) a person or entity that is affiliated with any person or entity
identified in clause (a), (b), (c) and/or (d) above.

1.48.       
“Property” means (a) the Land and Improvements and
all rights of Seller, if any, in and to all of the easements, rights,
privileges, and appurtenances belonging or in any way appertaining to the Land
and Improvements, (b) the Property Contracts, Leases, Permits (other than
Excluded Permits), and the right, if any, of Seller in and to the Fixtures and
Tangible Personal Property, and (c) the Miscellaneous Property Assets owned by
Seller which are located on the Property and used in its operation.

1.49.       
“Property Contracts” means all contracts,
agreements, equipment leases, purchase orders, maintenance, service, and similar
contracts, excluding Leases, regardless of whether entered into by Seller,
Property Manager, or an affiliate of either, which relate to the ownership,
maintenance, construction or repair and/or operation of the Property, whether or
not assignable by their terms, but not including (a) any national contracts
entered into by Seller, Property Manager, or AIMCO with respect to the Property
(i) which terminate automatically upon transfer of the Property by Seller, or
(ii) which Seller, in Seller’s sole discretion, elects to terminate with respect
to the Property effective as of the Closing Date, or (b) any cellular phone
contract or property management contract for the Property.  

1.50.       
“Property Contracts List” shall have the meaning set
forth in Section 3.5.4.

1.51.       
“Property Contracts Notice” shall have the meaning
set forth in Section 3.6.

1.52.       
“Property Manager” means the current property
manager of the Property.

1.53.       
“Property Taxes” shall have the meaning set forth in
Section 5.4.12.

1.54.       
“Proration Schedule” shall have the meaning set
forth in Section 5.4.1.

1.55.       
“Purchase Price” means the consideration to be paid
by Purchaser to Seller for the purchase of the Property pursuant to Section
2.2.

1.56.       
“Purchaser” shall have the meaning set forth in
Section 13.28.

1.57.       
“Purchaser’s Broker” shall have the meaning set
forth in Section 9.1.

1.58.       
“Records Disposal Notice” shall have the meaning set
forth in Section 5.4.11.

1.59.       
“Records Hold Period” shall have the meaning set
forth in Section 5.4.11.

1.60.       
“Regional Property Manager” means Debbie
Wheatley.

1.61.       
“Remediation” shall have the meaning set forth in
Section 14.2.

1.62.       
“Rent Roll” shall have the meaning set forth in
Section 3.5.3.

1.63.       
“Required Assignment Consent” shall have the meaning
set forth in Section 3.6.

1.64.       
“Response Deadline” shall have the meaning set forth
in Section 4.3.

1.65.       
“Response Notice” shall have the meaning set forth
in Section 4.3.

1.66.       
“Seller’s Broker” shall have the meaning set forth
in Section 9.1.

1.67.       
“Seller’s Indemnified Parties” shall have the
meaning set forth in Section 3.4.1

1.68.       
“Seller’s Property-Related Files and Records” shall
have the meaning set forth in Section 5.4.11.

1.69.       
“Seller’s Representations” shall have the meaning
set forth in Section 6.1.

1.70.       
“Survey” shall have the meaning ascribed thereto in
Section 4.2.

1.71.       
“Survival Period” shall have the meaning set forth
in Section 6.3.

1.72.       
“Survival Provisions” shall have the meaning set
forth in Section 13.27.

1.73.       
“Tax Appeal” shall have the meaning set forth in
Section 5.4.12.

1.74.       
“Tax Year” shall have the meaning set forth in
Section 5.4.12.2.

1.75.       
“Tenant” means any person or entity entitled to
occupy any portion of the Property under a Lease.

1.76.       
“Tenant Deposits” means all security deposits,
prepaid rentals, cleaning fees and other refundable deposits and fees collected
from Tenants, plus any interest accrued thereon, paid by Tenants to Seller
pursuant to the Leases.  Tenant Deposits shall not include any
non-refundable deposits or fees paid by Tenants to Seller, either pursuant to
the Leases or otherwise.

1.77.       
“Tenant Notification” shall have the meaning set
forth in Section 5.2.11.

1.78.       
“Tenant Security Deposit Balance” shall have the
meaning set forth in Section 5.4.6.2.

1.79.       
“Terminated Contracts” shall have the meaning set
forth in Section 3.6.

1.80.       
“Testing” shall have the meaning set forth in
Section 14.2. 

1.81.       
“Third-Party Costs” shall have the meaning set forth
in Section 5.4.12(a).

1.82.       
“Third-Party Reports” means any reports, studies or
other information prepared or compiled for Purchaser by any Consultant or other
third-party in connection with Purchaser’s investigation of the
Property.

1.83.       
“Title Commitment” shall have the meaning set forth
in Section 4.1.

1.84.       
“Title Documents” shall have the meaning set forth
in Section 4.1.

1.85.       
“Title Insurer” shall have the meaning set forth in
Section 2.2.1.

1.86.       
“Title Policy” shall have the meaning set forth in
Section 4.1.

1.87.       
“Uncollected Rents” shall have the meaning set forth
in Section 5.4.6.1.

1.88.       
“Vendor Terminations” shall have the meaning set
forth in Section 3.6.




SCHEDULE 1.1.18

LIST
OF EXCLUDED PERMITS

 

 

Boiler
Site Permit (non-transferable)

Pool
Permit (non-transferable)




SCHEDULE 1.1.22

LIST
OF EXCLUDED FIXTURES AND TANGIBLE PERSONAL PROPERTY

1.        
“Purchaser’s Access Computer Hardware and Software”;

2.        
AIMCO Benchmark Series Books;

3.        
Connect:  Remote Horizon Software;

4.        
All other software installed on any computers transferred as part of the sale*;


5.        
All of the items set forth in Section 1.22(a) through (c) of
Schedule 1 of the Contract; and

6.        
Copier located on-site.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

_____________________

*If
“RealPage” software is used at the Property for rent roll purposes, in order for
Purchaser to continue to use such software, Purchaser must (1) notify RealPage
by emailing them at: contracts@realpage.com, (2) purchase a license from
RealPage and (3) cause RealPage to advise Seller at least 10 days prior to
Closing, by sending an email to the Regional Property Manager and the Community
Manager for the Property, that Purchaser has purchased a license. 
Otherwise, the RealPage software will be removed upon Closing with all other
excluded software.