EXHIBIT 10.5

 

PURCHASE AND SALE CONTRACT

 

 

BETWEEN

 

 

 

CENTURY SUN RIVER, LIMITED PARTNERSHIP,
an Arizona
limited partnership

 

 

 

 

 

AS SELLER

 

 

 

 

AND

 

 

 

 

MAYFAIR FINANCE, LLC,
an Arizona limited liability
company

 

 

 

AS PURCHASER

 

 

SUNRIVER
VILLAGE




Table of Contents

Page

 

	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
ARTICLE
II
	
PURCHAS
AND SALE, PURCHASE PRICE & DEPOSIT
	
2

	
2.1.
	
Purchase
and Sale
	
2

	
2.2.
	
Purchase
Price and Deposit
	
2

	
2.3.
	
Escrow
Provisions Regarding Deposit
	
2

	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
5

	
3.1.
	
Feasibility
Period
	
5

	
3.2.
	
Expiration
of Feasibility Period
	
5

	
3.3.
	
Conduct
of Investigation
	
6

	
3.4.
	
Purchaser
Indemnification
	
6

	
3.5.
	
Property
Materials
	
8

	
3.6.
	
Property
Contracts
	
9

	
ARTICLE
IV
	
TITLE
	
10

	
4.1.
	
Title
Documents
	
10

	
4.2.
	
Survey
	
11

	
4.3.
	
Objection
and Response Process
	
11

	
4.4.
	
Permitted
Exceptions
	
12

	
4.5.
	
Existing
Deed of Trust
	
13

	
4.6.
	
Subsequently
Disclosed Exceptions
	
13

	
4.7.
	
Purchaser
Financing
	
14

	
4.8.
	
Housing
Assistance Program Vouchers
	
14

	
ARTICLE
V
	
CLOSING
	
19

	
5.1.
	
Closing
Date
	
19

	
5.2.
	
Seller
Closing Deliveries
	
19

	
5.3.
	
Purchaser
Closing Deliveries
	
21

	
5.4.
	
Closing
Prorations and Adjustments
	
22

	
5.5.
	
Post
Closing Adjustments
	
29

	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND 
	
 

	
 
	
PURCHASER
	
29

	
6.1.
	
Seller’s
Representations
	
29

	
6.2.
	
AS-IS
	
31

	
6.3.
	
Survival
of Seller’s Representations
	
33

	
6.4.
	
Definition
of Seller’s Knowledge
	
34

	
6.5.
	
Representations
and Warranties of Purchaser
	
34

	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
36

	
7.1.
	
Leases
and Property Contracts
	
36

	
7.2.
	
General
Operation of Property
	
37

	
7.3.
	
Liens
	
37

	
ARTICLE VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
38

	
8.1.
	
Purchaser’s
Conditions to Closing
	
38

	
8.2.
	
Seller’s
Conditions to Closing
	
39

	
ARTICLE
IX
	
BROKERAGE
	
41

	
9.1.
	
Indemnity
	
41

	
9.2.
	
Broker
Commission
	
41

	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
41

	
10.1.
	
Purchaser
Default
	
41

	
10.2.
	
Seller
Default
	
42

	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
44

	
11.1.
	
Major
Damage
	
44

	
11.2.
	
Minor
Damage
	
45

	
11.3.
	
Closing
	
45

	
11.4.
	
Repairs
	
45

	
ARTICLE
XII
	
EMINENT
DOMAIN
	
46

	
12.1.
	
Eminent
Domain
	
46

	
ARTICLE
XIII
	
MISCELLANEOUS
	
46

	
13.1.
	
Binding
Effect of Contract
	
46

	
13.2.
	
Exhibits
and Schedules
	
47

	
13.3.
	
Assignability
	
47

	
13.4.
	
Captions
	
47

	
13.5.
	
Number
and Gender of Words
	
47

	
13.6.
	
Notices
	
47

	
13.7.
	
Governing
Law and Venue
	
51

	
13.8.
	
Entire
Agreement
	
51

	
13.9.
	
Amendments
	
51

	
13.10.
	
Severability
	
52

	
13.11.
	
Multiple
Counterparts/Facsimile Signatures
	
52

	
13.12.
	
Construction
	
52

	
13.13.
	
Confidentiality
	
52

	
13.14.
	
Time
of the Essence
	
53

	
13.15.
	
Waiver
	
53

	
13.16.
	
Attorneys
Fees
	
53

	
13.17.
	
Time
Zone/Time Periods
	
54

	
13.18.
	
1031
Exchange
	
54

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

	
 
	
Partners
	
54

	
13.20.
	
No
Exclusive Negotiations
	
55

	
13.21.
	
ADA
Disclosure
	
55

	
13.22.
	
No
Recording
	
55

	
13.23.
	
Relationship
of Parties
	
56

	
13.24.
	
Dispute
Resolution
	
56

	
13.25.
	
AIMCO
Marks
	
57

	
13.26.
	
Non-Solicitation
of Employees
	
57

	
13.27.
	
Survival
	
57

	
13.28.
	
Multiple
Purchasers
	
58

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
58

	
14.1.
	
Disclosure
	
58

	
14.2.
	
[Intentionally
Omitted]
	
58



 

 

 

Exhibit
A - Legal Description for Sun River
Village.........................................................................
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
1.1.23 - List of Excluded Fixtures and Tangible Personal
Property................ Schedule 1.1.23

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 6th day of October, 2008 (the “Effective
Date”), by and between CENTURY SUN RIVER, LIMITED PARTNERSHIP, an
Arizona limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and
MAYFAIR FINANCE, LLC, an Arizona limited liability company, having a
principal address at 7141 East Rancho Vista Drive,  #4006, Scottsdale,
Arizona 85251 (“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 Maricopa County, as more particularly
described in Exhibit A attached hereto and made a part hereof, and the
improvements thereon, commonly known as Sun River Village 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 $23,700,000.00, payable by Purchaser, as follows:

2.2.1.     
On or before October 10, 2008, Purchaser shall deliver to First
American Title Insurance Company of New York, 633 Third Avenue, New York, NY
10017, Fax: (212) 331-1467, Phone: (212) 850-0664, Attention:  Linda
J. Isaacson (“Escrow Agent” or “Title Insurer”) an
initial deposit (the “Initial Deposit”) of $250,000.00 by wire
transfer of immediately available funds (“Good Funds”). 


2.2.2.     
On or before the day that the Feasibility Period expires, if
Purchaser elects to continue with the purchase of the Property after completing
its investigations in accordance with Article 3 below, Purchaser shall deliver
to Escrow Agent an additional deposit (the “Additional Deposit”)
of $250,000.00 by wire by transfer of Good Funds.  

2.2.3.     
The balance of the Purchase Price for the Property shall be
delivered to Escrow Agent by wire transfer of Good Funds no later than 10:00
a.m. on the Closing Date.

2.3.           
Escrow Provisions Regarding Deposit.

2.3.1.     
Escrow Agent shall hold the Deposit and make delivery of the
Deposit to the party entitled thereto under the terms of this Contract. 
Escrow Agent shall invest the Deposit as Purchaser so directs or, in the absence
of direction from Purchaser, in an interest-bearing account.  All interest
and income thereon shall become part of the Deposit and shall be credited
against the Purchase Price at the Closing or, if the Closing does not occur,
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, which shall constitute the sole instructions to Escrow Agent. 
Escrow Agent shall execute the signature page for Escrow Agent attached hereto
solely with respect to 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 30
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”).

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, except as provided in Section 4.7 or as otherwise expressly
provided for in this Contract, and Purchaser’s obligation to purchase the
Property shall be conditional only as provided in Section 8.1.

3.3.           
Conduct of Investigation.

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

3.4.           
Purchaser Indemnification.

3.4.1.     
Purchaser shall indemnify, hold harmless and, if requested by
Seller (in Seller’s sole discretion), defend (with counsel approved by Seller)
Seller, together with Seller’s affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders, counsel, representatives, agents, Property
Manager, Regional Property Manager, and AIMCO (collectively, including Seller,
“Seller’s Indemnified Parties”), from and against any and all
damages, mechanics’ liens, 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; provided, however, in no event shall
Purchaser be obligated to indemnify, hold harmless or defend any of Seller’s
Indemnified Parties for any Losses arising from the negligence or willful
misconduct of Seller or any of Seller’s Indemnified Parties.

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 the 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, if such changed condition results from 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 Purchaser’s or Purchaser’s Consultants’
entry onto the Property.

3.5.           
Property Materials.

3.5.1.     
Within 2 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, within
2 Business Days after the Effective Date, Seller shall deliver to Purchaser (or
otherwise make available to Purchaser as provided under Section 3.5.1)
the most recent rent roll for the Property listing the move-in date, monthly
base rent payable, lease expiration date and unapplied security deposit for each
Lease (the “Rent Roll”).  Seller makes no representations or
warranties regarding the Rent Roll other than the express representation set
forth in Section 6.1.6.  

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

3.6.           
Property Contracts.

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

ARTICLE
IV
TITLE

4.1.           
Title Documents.

 
Within 2 Business Days after the Effective Date, Seller shall cause to be
delivered to Purchaser a standard form commitment (“Title
Commitment”) to provide a standard American Land Title Association
owner’s title insurance policy for the Property, using the current policy jacket
customarily provided by the Title Insurer, in an amount equal to the Purchase
Price (the “Title Policy”), together with the best available
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.  Seller shall be responsible for costs
relating to procurement of the Title Commitment, if any, and payment of the
basic premium for the Title Policy.  Purchaser shall be responsible for
payment of all other premiums associated with the Title Policy, and any
requested endorsements.

4.2.           
Survey.

 
Subject to Section 3.5.2, within 2 Business Days after the Effective
Date, Seller shall deliver to Purchaser or make available at the Property any
existing survey of the Property (the “Existing Survey”). 
Purchaser may, at its sole cost and expense, order a new or updated survey of
the Property either before or after the Effective Date (such new or updated
survey, together with the Existing Survey, is referred to herein as the
“Survey”).  

4.3.           
Objection and Response Process.

 
On or before the date which is 20 days after the Effective Date (the
“Objection Deadline”), Purchaser shall give written notice (the
“Objection Notice”) to the attorneys for Seller of any matter set
forth in the Title Documents or the Survey to which Purchaser objects (the
“Objections”).  If Purchaser fails to tender an Objection
Notice on or before the Objection Deadline, Purchaser shall be deemed to have
approved and irrevocably waived any objections to any matters covered by the
Title Documents and the Survey.  On or before 25 days after the Effective
Date (the “Response Deadline”), Seller may, in Seller’s sole
discretion, give Purchaser notice (the “Response Notice”) of those
Objections which Seller is willing to cure prior to Closing, if any.  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 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 prior to Closing.  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 clause 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 shall have until 30 days following the expiration of the Feasibility
Period (the “Finance Contingency Period”) to obtain a satisfactory
loan commitment on such terms and conditions as are acceptable to Purchaser in
its sole discretion to finance Purchaser’s acquisition of the Property
(“Purchaser’s Financing”).  Purchaser shall use commercially
reasonable good faith efforts to attempt to obtain Purchaser’s Financing during
the Finance Contingency Period.  All costs associated with obtaining
Purchaser’s Financing shall be at Purchaser’s sole cost and expense, including,
without limitation, all loan fees, approval fees, survey fees, and environmental
report fees.  If Purchaser does not obtain Purchaser’s Financing during the
Finance Contingency Period, then Purchaser may 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 Finance Contingency Period, in which
case, this Contract shall automatically terminate and be of no further force and
effect subject to and except for the Survival Provisions, and Escrow Agent shall
return the Deposit to Purchaser.  If Purchaser fails to send written notice
of termination to Seller and Escrow Agent prior to the expiration of the Finance
Contingency Period, Purchaser’s right to terminate under this Section 4.7
shall be permanently waived, Purchaser shall be deemed to have either approved
or waived Purchaser’s Financing and this Contract shall remain in full force and
effect, the Deposit shall be non-refundable, except as otherwise expressly
provided for in this Contract, and Purchaser’s obligation to purchase the
Property shall be conditional only as provided in Section 8.1.

4.8.           
Housing Assistance Program Vouchers

 

4.8.1.     
HAP Voucher Approval.  Purchaser recognizes and agrees
that the Property presently is benefited by the HAP Voucher Contract(s). 
Within 5 days after the Effective Date, Seller agrees that it will make
available to Purchaser (as part of the Materials) a copy of the HAP Voucher
Contract(s) which is in Seller’s possession or reasonable control, which HAP
Voucher Contract(s) shall be deemed to be included in the definition of
Materials.

4.8.2.     
HAP Voucher Assumption.  Purchaser acknowledges that
the HAP Voucher Contract(s) require(s) the satisfaction by Purchaser of certain
requirements as set forth therein and established by the Housing Authority to
allow for the HAP Voucher Assumption.  Purchaser agrees that, at the
Closing, either (a) Purchaser shall assume all obligations under the HAP Voucher
Contracts and accept title to the Property subject to the same, or (b) the
existing HAP Voucher Contracts shall be terminated, and Purchaser shall enter
into replacement HAP Voucher Contracts which are acceptable to the Housing
Authority (collectively, the foregoing (a) and (b) referred to herein as the
“HAP Voucher Assumption”.

4.8.2.1             
[Intentionally Omitted.]

4.8.2.2             
With respect to the HAP Voucher Assumption, Purchaser further
agrees as follows:

4.8.2.2.1                   
Purchaser agrees that, no later than 21 days after the Effective
Date (the “Submittal Deadline”), Purchaser, at its sole cost and
expense, shall meet with the Housing Authority and, pursuant to the HAP Voucher
Contracts and Form HUD-52641, shall submit all applications, documents,
information, materials and fees (collectively, the “HAP Voucher Assumption
Application”) required by the Housing Authority in order for the Housing
Authority to review and approve Purchaser’s request that the Housing Authority
approve the HAP Voucher Assumption (the “HAP Voucher
Approval”).  In addition to the foregoing, Purchaser recognizes and
agrees that the Housing Authority may require Purchaser to complete and return
additional documents or information (together with such other requirements as
the Housing Authority may from time to time impose, the “Housing Authority
Requirements”).  Purchaser agrees, at Purchaser’s sole cost and
expense, to submit the Housing Authority Requirements to the Housing Authority
at such times and in such form as the Housing Authority requires, together with
any fee required by the Housing Authority in connection therewith.  All
such Housing Authority Requirements shall be submitted by Purchaser within such
time frames as are necessary in order for the Closing to proceed on the
scheduled Closing Date.  Further, Purchaser shall make such filings
post-Closing as required by the Housing Authority for the HAP Voucher
Approval.  The provisions of this Section 4.8.2.2.1 shall survive
Closing.

4.8.2.2.2                   
Purchaser agrees to provide Seller with a copy of the HAP Voucher
Assumption Application no later than 2 Business Days prior to the Submittal
Deadline and shall provide evidence of its submission to the Housing Authority
on or before the Submittal Deadline.  Purchaser acknowledges and agrees
that Purchaser is solely responsible for the preparation and submittal of the
HAP Voucher Assumption Application, including the collection of all materials,
documents, certificates, financials, signatures, and other items required to be
submitted to the Housing Authority in connection therewith.

4.8.2.2.3                   
Purchaser shall comply with the Housing Authority’s guidelines in
connection with the HAP Voucher Assumption.  Purchaser shall be
responsible, at its sole cost and expense, for correcting and re-submitting any
deficiencies noted by the Housing Authority in connection with the HAP Voucher
Assumption Application no later than 3 Business Days after notification from the
Housing Authority of such deficiency.  Purchaser also shall provide Seller
with a copy of any correspondence from the Housing Authority with respect to the
HAP Voucher Assumption Application no later than 3 Business Days after receipt
of such correspondence from the Housing Authority.

4.8.2.2.4                   
Purchaser shall pay all fees and expenses (including, without
limitation, transfer fees, assumption fees, title fees, endorsement fees, and
other fees to release Seller of all liability under the HAP Voucher Contract)
imposed or charged by the Housing Authority or their counsel (such fees and
expenses collectively being referred to as the “Assumption HAP Voucher
Fees”), in connection with the HAP Voucher Assumption Application and
the HAP Voucher Assumption.  The provisions of this Section
4.8.2.2.4 shall survive the termination of this Contract and the
Closing.

4.8.2.2.5                   
In connection with the HAP Voucher Assumption, Purchaser agrees to
deliver to the Housing Authority all information or documentation as the Housing
Authority reasonably may request, including, without limitation, financial
statements, income tax returns and other financial information for Purchaser and
any required guarantor.  Seller agrees that it will cooperate with
Purchaser and the Housing Authority, at no cost or expense to Seller, in
connection with Purchaser’s application to the Housing Authority for approval of
the HAP Voucher Assumption.

4.8.2.2.6                   
Purchaser shall be in default hereunder if Purchaser fails to
submit a complete HAP Voucher Assumption Application by the Submittal Deadline,
in which event Seller may exercise its remedies under Section
10.1.

4.8.2.2.7                   
If Purchaser has complied with Sections 4.8.2.2.1 through
4.8.2.2.5, to the extent applicable, but the Housing Authority provides
Purchaser with a written response that the Housing Authority will not issue a
formal approval of the HAP Voucher Assumption Application until after the
Closing has occurred and title has been transferred to Purchaser, then,
notwithstanding any other provision herein to the contrary, Purchaser shall not
be in default hereunder and the HAP Voucher Approval shall not be a condition to
either Purchaser’s or Seller’s obligation to proceed with the Closing; provided,
however, that no later than 3 Business Days following the occurrence of the
Closing, Purchaser shall submit, to the extent not previously submitted to, or
accepted or held by, the Housing Authority, all documentation and information
required by the Housing Authority to complete the HAP Voucher Assumption
Application and, in any event, Purchaser shall obtain the HAP Voucher Approval
no later than 30 days following the date that the Closing occurs.  The
requirements set forth and referenced in this Section 4.8.2.2.7 shall
survive Closing.

4.9.           
Seller Approvals.

 
Seller shall have until the Closing Date in which to obtain all consents,
documentation and approvals necessary to consummate and facilitate the
transactions contemplated hereby, including, without limitation, a tax free
exchange pursuant to Section 13.18 (and the amendment of Seller’s (or
Seller’s affiliates’) partnership or other organizational documents in
connection therewith), (a) from Seller’s partners, members, managers,
shareholders or directors to the extent required by Seller’s (or Seller’s
affiliates’) organizational documents, and (b) as required by law (collectively,
the “Seller Approvals”).  If Seller is unable to obtain any
of the Seller Approvals by the Closing Date, Seller may elect to terminate this
Contract by written notice to Purchaser and Escrow Agent on or before the
Closing Date.  If Seller elects to terminate this Contract pursuant to this
Section 4.9, this Contract shall automatically terminate and be of no
further force and effect subject to and except for the Survival Provisions,
Escrow Agent shall return the Deposit to Purchaser, and Seller shall promptly
reimburse Purchaser for Purchaser's costs incurred by Purchaser in connection
with the Inspections and other investigations of the Property, including, but
not limited to, all such amounts paid to Purchaser’s Consultants and attorneys
in connection with the such Inspections and investigations; provided, however,
such reimbursement shall not exceed $50,000.00.

 

ARTICLE V
CLOSING

5.1.           
Closing Date.

 The
Closing shall occur on December 19, 2008, at the time set forth in Section
2.2.3 (the “Closing Date”) through an escrow with Escrow
Agent, whereby the 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 no later than 10 days
prior to the Closing Date, 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”).

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 only 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 in the same form provided to Purchaser
pursuant to Section 3.5.3, 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. 
An Affidavit of Property Value prepared in accordance with Arizona
law (the “Property Value Affidavit”).

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.     
Notification letters to all Tenants prepared and executed by
Purchaser in the form attached hereto as Exhibit G.

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.  The Property Value
Affidavit.

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 and rental taxes, shall be
prorated as of the Closing Date, Seller being charged or credited, as
appropriate, for all of same attributable to the period up to the Closing Date
(and credited for any amounts paid by Seller attributable to the period on or
after the Closing Date, if assumed by Purchaser) and Purchaser being responsible
for, and credited or charged, as the case may be, for all of the same
attributable to the period on and after the Closing Date.  Seller shall
prepare a proration schedule (the “Proration Schedule”) of the
adjustments described in this Section 5.4 prior to Closing.

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

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

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

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

5.4.6.     
Leases.

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

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

5.4.7.     
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 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, the cost of recording any instruments
required to discharge any liens or encumbrances against the Property and
one-half of the customary closing costs of the Escrow Agent. 

5.4.10. 
[Intentionally Omitted]

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
(if the originals are not available) of the Leases and Property Contracts, lease
files, warranties, guaranties, operating manuals, keys to the property, and
Seller’s books and records (other than proprietary information) (collectively,
“Seller’s Property-Related Files and Records”) regarding the
Property shall be made available to Purchaser at the Property after the
Closing.  Purchaser agrees, for a period of not less than three (3) years
after the Closing (the “Records Hold Period”), to (a) provide and
allow Seller reasonable access to Seller’s Property-Related Files and Records
for purposes of inspection and copying thereof in exercising Seller’s right to
pursue Uncollected Rents pursuant to Section 5.4.6 of this Contract, 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.  Purchaser acknowledges that Seller has filed an appeal
(the “Appeal”) with respect to real estate ad valorem or other
similar property taxes applicable to the Property (the “Property
Taxes”).

5.4.12.1         
If such Appeal relates to any Tax Year (defined below) prior to
the Tax Year in which the Closing occurs, Seller shall be entitled, in Seller’s
sole discretion, to continue to pursue such Appeal after the Closing Date, and,
in the event that the Appeal is successful in reducing the amount of Property
Taxes payable with respect to any such prior Tax Year, Seller shall be entitled
to the full amount of any rebate, refund or reduction (collectively, a
“Refund”) resulting from the Appeal.  Seller shall not be
obligated to continue to pursue any Appeal with respect to the Property,
including, without limitation, any Appeal that relates to a Tax Year during or
after the Tax Year in which Closing occurs.

5.4.12.2         
If such Appeal relates to the Tax Year in which Closing occurs,
then, prior to the Closing, Seller shall notify Purchaser whether Seller desires
to continue to process the Appeal from and after the Closing Date.  If
Seller fails to notify Purchaser of its election to continue the Appeal, Seller
will be deemed to have elected not to continue the Appeal from and after the
Closing Date and the provisions of Section 5.4.14.2(b) shall
apply.

5.4.12.3         
If such Appeal relates to any Tax Year following the Tax Year in
which the Closing occurs, Purchaser shall be entitled, in Purchaser’s sole
discretion, to continue to pursue such Appeal after the Closing Date, and, in
the event that the Appeal is successful in reducing the amount of Property Taxes
payable with respect to any such Tax Year, Purchaser shall be entitled to any
Refund resulting from the Appeal.  Seller shall not be obligated to
continue to pursue any Appeal with respect to the Property, including, without
limitation, any Appeal that relates to a Tax Year during or after the Tax Year
in which Closing occurs.

a.                  
If Seller elects to continue the 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 Appeal to conclusion with the applicable
taxing authority (including any further appeals which Seller deems reasonable to
pursue).  In the event that the 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 Seller for its actual, reasonable
and documented third-party costs (collectively, the “Third-Party
Costs”) incurred in connection with the Appeal.  If Third-Party
Costs equal or exceed the amount of the Award, then Seller shall be entitled to
the full amount of the Award.

b.                 
If Seller does not elect to continue the Appeal, then, from and
after the Closing Date, Purchaser may continue, at Purchaser’s sole cost and
expense, to reasonably process the Appeal to conclusion with the applicable
taxing authority (including any further appeals which Purchaser deems reasonable
to pursue).  In the event that the 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 Appeal. 
If Third-Party Costs equal or exceed the amount of the Award, then the Award
shall be applied to such Third-Party Costs on a pro rata basis, with each of
Purchaser and Seller receiving a portion of the Award 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 Award.

c.                  
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 60 days after Closing, or (b)
subject to such 60-day period, unless such items exceed $5,000.00 in magnitude
(either individually or in the aggregate).

ARTICLE
VI
REPRESENTATIONS AND WARRANTIES OF SELLER
AND PURCHASER

6.1.           
Seller’s Representations.

 
Except, in all cases, for any fact, information or condition disclosed in the
Title Documents, the Permitted Exceptions, the Property Contracts, or the
Materials, or which is otherwise known by Purchaser prior to the Closing, Seller
represents and warrants to Purchaser the following (collectively, the
“Seller’s Representations”) as of the Effective Date (except as
described below with respect to the Property Contracts List and Rent Roll) 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 Sections 4.9 and  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
Sections 4.9 and  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), and
(c) except for the Morseller Ector v. Sun River Apartments action, CRD No.:
P0012008004355 regarding a charge of racial discrimination filed August 28, 2008
with the Arizona Attorney General’s Office, Civil Rights Division to Seller’s
knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, or that would materially affect the ownership, use,
occupancy or operation of the Property or for which Purchaser may have any
successor liability;

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

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

6.1.6.     
Upon delivery to Purchaser and as of the date of such delivery, to
Seller’s knowledge, the Rent Roll (as updated pursuant to Section 5.2.10)
is accurate in all material respects;

6.1.7.     
Upon delivery to Purchaser and as of the date of such delivery, to
Seller’s knowledge, the Property Contracts List (as updated pursuant to
Section 5.2.11) is accurate in all material respects; and

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

6.2.           
AS-IS.

 
Except for Seller’s Representations, the Property is expressly purchased and
sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”  The Purchase Price and
the terms and conditions set forth herein are the result of arm’s-length
bargaining between entities familiar with transactions of this kind, and said
price, terms and conditions reflect the fact that Purchaser shall have the
benefit of, and is not relying upon, any information provided by Seller or
Broker or statements, representations or warranties, express or implied, made by
or enforceable directly against Seller or Broker, 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 subject
to Seller’s Representations, Seller shall not be responsible or liable to
Purchaser for any defects, errors or omissions, or on account of any conditions
affecting the Property.  Purchaser, its successors and assigns, and anyone
claiming by, through or under Purchaser, hereby fully releases Seller’s
Indemnified Parties from, and irrevocably waives its right to maintain, any and
all claims and causes of action that it or they may now have or hereafter
acquire against Seller’s Indemnified Parties with respect to any and all Losses
arising from or related to any defects, errors, omissions or other conditions
affecting the Property.  Purchaser represents and warrants that, as of the
date hereof and as of the Closing Date, it has and shall have reviewed and
conducted such independent analyses, studies (including, without limitation,
environmental studies and analyses concerning the presence of lead, asbestos,
water intrusion and/or fungal growth and any resulting damage, PCBs and radon in
and about the Property), reports, investigations and inspections as it deems
appropriate in connection with the Property.  If Seller  provides or
has provided any documents, summaries, opinions or work product of consultants,
surveyors, architects, engineers, title companies, governmental authorities or
any other person or entity with respect to the Property, including, without
limitation, the offering prepared by Broker, Purchaser and Seller agree that
Seller has done so or shall do so only for the convenience of both parties,
Purchaser shall not rely thereon and the reliance by Purchaser upon any such
documents, summaries, opinions or work product shall not create or give rise to
any liability of or against Seller’s Indemnified Parties.  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 $500,000 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 Designated Representatives of the Seller and shall not be
construed to refer to the knowledge of any other partner, officer, director,
agent, employee or representative of the Seller, or any affiliate of the Seller,
or to impose upon such Designated Representatives any duty to investigate the
matter to which such actual knowledge or the absence thereof pertains, or to
impose upon such Designated Representatives any individual personal
liability.  As used herein, the term Designated Representative shall refer
to Teresa Nicklas who is the Regional Property Manager handling this Property
(the “Regional Property Manager”) and Erica Romant who is the
Community Manager handling this Property (the “Community
Manager”).

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 Arizona.

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

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

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

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

6.5.6.     
Purchaser is not a Prohibited Person.

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

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

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

ARTICLE
VII
OPERATION OF THE PROPERTY

7.1.           
Leases and Property Contracts.

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

7.2.           
General Operation of Property.

 
Except as specifically set forth in this Article VII, Seller shall operate the
Property after the Effective Date in the ordinary course of business, and except as necessary in the 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.  Until the Closing
Date, Seller agrees to keep in existence, in materially the same form and
substance as exist on the Effective Date, all insurance policies with respect to
the Property.

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 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; 

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;

8.1.5.     
The HAP Voucher Approval is obtained and the HAP Voucher
Assumption occurs; and

8.1.6.     
Escrow Agent shall be irrevocably committed to issue the Title
Policy insuring title to the Property vested in Buyer in the amount of the
Purchase Price subject only to the Permitted Exceptions.

Notwithstanding
anything to the contrary, there are no other conditions on 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, 8.1.4 or
8.1.6 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.  If the condition set
forth in Section 8.1.5 is not met on or before the Closing Date (as
extended pursuant to Section 5.1), then this Contract shall terminate
and, if Purchaser is not in default of its obligations hereunder, including,
without limitation, its obligations under Section 4.8, the Deposit shall
be returned to Purchaser.

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.     
Subject to Seller's obligation to reimburse Purchaser in
accordance with Section 4.9, Seller shall have received all consents,
documentation and approvals necessary to consummate and facilitate the
transactions contemplated hereby, including, without limitation, a tax free
exchange pursuant to Section 13.18 (and the amendment of Seller’s (or
Seller’s affiliates’) partnership or other organizational documents in
connection therewith), (a) from Seller’s partners, members, managers,
shareholders or directors to the extent required by Seller’s (or Seller’s
affiliates’) organizational documents, and (b) as required by law; and

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

8.2.6.     
The HAP Voucher Approval is obtained and the HAP Voucher
Assumption occurs.

If
any of the foregoing conditions (except Section 8.2.6) 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.  If the condition set forth in Section
8.2.6 is not met on or before the Closing Date (as extended pursuant to
Section 5.1), then this Contract shall terminate and, if Purchaser is not in default of its obligations hereunder, including,
without limitation, its obligations under Section 4.8, the Deposit shall
be returned to Purchaser.

ARTICLE
IX
BROKERAGE

9.1.           
Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with Cushman
& Wakefield of Arizona, Inc., 2525 East Camelback Road, Suite 1000, Phoenix,
Arizona 85016 (“Broker”) in connection with this Contract. 
Seller and Purchaser each represents and warrants to the other that, other than
Broker, it has not dealt with or utilized the services of any other real estate
broker, sales person or finder in connection with this Contract, and each party
agrees to indemnify, hold harmless, and, if requested in the sole and absolute
discretion of the indemnitee, defend (with counsel approved by the indemnitee)
the other party from and against all Losses relating to brokerage commissions
and finder’s fees arising from or attributable to the acts or omissions of the
indemnifying party.

9.2.           
Broker Commission.

  If
the Closing occurs, Seller agrees to pay Broker a commission according to the
terms of a separate contract.  Broker shall not be deemed a party or third
party beneficiary of this Contract.  As a condition to Seller’s obligation
to pay the commission, Broker shall execute the signature page for Broker
attached hereto solely for purposes of confirming the matters set forth
therein.

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 the 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
$20,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek
specific performance of Seller’s obligation to deliver the Deed pursuant to this
Contract (but not damages).  Purchaser may seek specific performance of
Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a
condition precedent to initiating such litigation for specific performance,
Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow
Agent in accordance with the requirements of this Contract, including, without
limitation, Sections 2.2.3 and 5.3 (with the exception of
Section 5.3.1); (ii) not otherwise be in default under this
Contract; and (iii) file suit therefor with the court on or before the 90th day
after the Closing Date; if Purchaser fails to file an action for specific
performance within 90 days after the Closing Date, then Purchaser shall be
deemed to have elected to terminate the Contract in accordance with subsection
(a) above.  If Purchaser receives full reimbursement and recovery for the
losses, damages and expenses incurred by Purchaser as a result of Seller’s
default, Purchaser 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 this Section. 
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 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 $250,000, 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 $250,000,
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 Broker’s
execution of this Contract shall be a prerequisite to its effectiveness. 
Subject to Section 13.3, this Contract shall be binding upon and
inure to the benefit of Seller and Purchaser, and their respective successors,
heirs 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 the
Seller.  Notwithstanding the foregoing, Purchaser may assign this Contract,
without first obtaining the prior written approval of the 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:

Mayfair
Finance, LLC

7141
East Rancho Vista Drive,  #4006

Scottsdale,
Arizona 85251

Attention: 
Travis Karl

Telephone:       
602-318-8007

Facsimile:        
480-718-7317

 

with
a copy to:

Fennemore
Craig 

3003
North Central Avenue, Suite 2600

Phoenix,
Arizona 85012-2913

Attention:         
Tyler R. Stradling

Telephone:       
602-916-5374

Facsimile:        
602-916-5574

 

To
Seller:

Century
Sun River LP

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:

 

Century
Sun River LP

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:

 

Century
Sun River LP

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
        John Spiegleman, Esq.

Telephone:
       303-691-4303

Facsimile: 
       303-300-3260

 

and
a copy to:

 

Cushman
& Wakefield of Arizona, Inc.

2525
East Camelback Road, Suite 1000

Phoenix,
Arizona 85016

Attention:         
Jim Crews

Telephone:       
602-229-5992

Facsimile:        
602-229-5986

 

and
a copy to:

 

Ballard
Spahr Andrews & Ingersoll, LLP

1225
17th Street, Suite 2300

Denver,
Colorado  80202

Attention: 
Beverly J. Quail, Esq. and Cindy L. Robinson, Esq.

Telephone:       
303-292-2400

Facsimile:        
303-296-3956

 

and
a copy to:

 

Ballard
Spahr Andrews & Ingersoll, LLP

3300
North Central Avenue, Suite 1800

Phoenix,
Arizona 85012-2518

Attention:
         Anthony M. Grafitti, Esq.

Telephone:       
602-798-5444

Facsimile:        
602-997-3197

 

 

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

           
First American Title Insurance Company of New York

633
Third Avenue

New
York, New York 10017

           
Attention:  Linda J. Isaacson

Telephone: 
212-850-0664

Facsimile:  
212-331-1467

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

13.8.       
Entire Agreement.

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

13.9.       
Amendments.

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

13.10.   
Severability.

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

13.11.    Multiple
Counterparts/Facsimile Signatures.

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

13.12.   
Construction.

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

13.13.   
Confidentiality.

 
Purchaser shall not disclose the terms and conditions contained in this Contract
and shall keep the same confidential, provided that Purchaser may disclose the
terms and conditions of this Contract (a) as required by law, (b) to consummate
the terms of this Contract, or any financing relating thereto, or (c) to
Purchaser’s or Seller’s lenders, attorneys and accountants.  Any
information obtained by Purchaser in the course of its inspection of the
Property, and any Materials provided by Seller to Purchaser hereunder, shall be
confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its Consultants, without
Seller’s prior written authorization, which may be granted or denied in Seller’s
sole discretion.  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.

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 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.

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 an Arizona
limited partnership, and Purchaser agrees that none of Seller’s Indemnified
Parties shall have any personal liability under this Contract or any document
executed in connection with the transactions contemplated by this Contract.

13.20.    No
Exclusive Negotiations.

 
Seller shall have the right, at all times prior to the expiration of the
Feasibility Period, to solicit backup offers and enter into discussions,
negotiations, or any other communications concerning or related to the sale of
the Property with any third-party; provided, however, that such communications
are subject to the terms of this Contract, and that Seller shall not enter into
any contract or binding Contract with a third-party for the sale of the Property
unless such Contract is contingent on the termination of this Contract without
the Property having been conveyed to Purchaser.

13.21.    ADA
Disclosure.

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

13.22.    No
Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without Seller’s prior written consent, which
consent may be withheld at Seller’s sole discretion.  If the 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 the 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  prevailing
party and charge the cost of arbitration to the party which is not the
prevailing party.  Notwithstanding anything herein to the contrary, this
Section 13.24 shall not prevent Purchaser or Seller from seeking and
obtaining equitable relief on a temporary or permanent basis, including, without
limitation, a temporary restraining order, a preliminary or permanent injunction
or similar equitable relief, from a court of competent jurisdiction located in
the state in which the Property is located (to which all parties hereto consent
to venue and jurisdiction) by instituting a legal action or other court
proceeding in order to protect or enforce the rights of such party under this
Contract or to prevent irreparable harm and injury.  The court’s
jurisdiction over any such equitable matter, however, shall be expressly limited
only to the temporary, preliminary, or permanent equitable relief sought; all
other claims initiated under this Contract between the parties hereto shall be
determined through final and binding arbitration in accordance with this
Section 13.24.

13.25.    AIMCO
Marks.

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

13.26.   
Non-Solicitation of Employees.

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

13.27.   
Survival.

 
Except for (a) all of the provisions of this Article XIII (other than
Sections 13.18 and 13.20); (b) Sections 2.3, 3.3, 3.4, 3.5, 4.8, 5.4,
5.5, 6.2, 6.5, 9.1, and 14.1; (c) any other provisions in this Contract,
that by their express terms survive the termination or Closing; including,
without limitation, any payment obligation of Purchaser that expressly survives
termination or the Closing (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.  

14.2.       
[Intentionally
Omitted].

.

[Remainder of Page Intentionally Left
Blank]


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

Seller:

 

CENTURY
SUN RIVER, LIMITED PARTNERSHIP, an Arizona limited partnership

 

By: 
CPF XIV/Sun River, Inc., 

an
Arizona corporation,

Its
General Partner

 

 

By:      
/s/Brian J. Bornhorst

Name: 
Brian J. Bornhorst

Title:    
Vice President

 

 

 

Purchaser:

 

MAYFAIR
FINANCE, LLC, an Arizona limited liability company

 

By:      
/s/Michael Evans

Name: 
Michael Evans

Title:    
Managing Partner