Woodcreek - Contract of Sale



Exhibit 10.52

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

BETWEEN

 

 

 

WOOD CREEK CPGF 22,
L.P.,

a Delaware limited
partnership

 

 

 

 

 

AS SELLER

 

 

 

 

AND

 

 

 

 

PIVOTAL FINANCE,
LLC,

an Arizona limited liability
company

 

 

 

AS PURCHASER

 

 

WOOD CREEK
APARTMENTS

1710 S. Gilbert
Road

Mesa, Arizona 85204

 

 




TABLE OF
CONTENTS

Page

 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
4

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
5

	
 
	
3.6
	
Property
Contracts
	
6

	
 
	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
7

	
 
	
4.3
	
Objection
and Response Process
	
7

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Assumed
Encumbrances
	
8

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
11

	
 
	
4.7
	
Housing
Assistance Program Vouchers
	
11

	
 
	
4.8
	
Purchaser
Financing
	
12

	
 
	
ARTICLE
V
	
CLOSING
	
12

	
 
	
5.1
	
Closing
Date
	
12

	
 
	
5.2
	
Seller
Closing Deliveries
	
12

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
13

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
14

	
 
	
5.5
	
Post
Closing Adjustments
	
17

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
17

	
 
	
6.1
	
Seller’s
Representations
	
17

	
 
	
6.2
	
AS-IS
	
19

	
 
	
6.3
	
Survival
of Seller’s Representations
	
20

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
20

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
21

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
22

	
 
	
7.1
	
Leases
and Property Contracts
	
22

	
 
	
7.2
	
General
Operation of Property
	
22

	
 
	
7.3
	
Liens
	
22

	
 
	
7.4
	
Tax
Appeals
	
22

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
24

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
24

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
24

	
 
	
ARTICLE
IX
	
BROKERAGE
	
25

	
 
	
9.1
	
Indemnity
	
25

	
 
	
9.2
	
Broker
Commission
	
25

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
26

	
 
	
10.1
	
Purchaser
Default
	
26

	
 
	
10.2
	
Seller
Default
	
26

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
27

	
 
	
11.1
	
Major
Damage
	
27

	
 
	
11.2
	
Minor
Damage
	
27

	
 
	
11.3
	
Closing
	
28

	
 
	
11.4
	
Repairs
	
28

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
28

	
 
	
12.1
	
Eminent
Domain
	
28

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
28

	
 
	
13.1
	
Binding
Effect of Contract
	
28

	
 
	
13.2
	
Exhibits
and Schedules
	
29

	
 
	
13.3
	
Assignability
	
29

	
 
	
13.4
	
Captions
	
29

	
 
	
13.5
	
Number
and Gender of Words
	
29

	
 
	
13.6
	
Notices
	
29

	
 
	
13.7
	
Governing
Law and Venue
	
31

	
 
	
13.8
	
Entire
Agreement
	
31

	
 
	
13.9
	
Amendments
	
32

	
 
	
13.10
	
Severability
	
32

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
32

	
 
	
13.12
	
Construction
	
32

	
 
	
13.13
	
Confidentiality
	
32

	
 
	
13.14
	
Time
of the Essence
	
32

	
 
	
13.15
	
Waiver
	
32

	
 
	
13.16
	
Attorneys’
Fees
	
33

	
 
	
13.17
	
Time
Zone/Time Periods
	
33

	
 
	
13.18
	
1031
Exchange
	
33

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors
	
33

	
 
	
13.20
	
ADA
Disclosure
	
33

	
 
	
13.21
	
No
Recording
	
34

	
 
	
13.22
	
Relationship
of Parties
	
34

	
 
	
13.23
	
AIMCO
Marks
	
34

	
 
	
13.24
	
Non-Solicitation
of Employees
	
34

	
 
	
13.25
	
Survival
	
34

	
 
	
13.26
	
Multiple
Purchasers
	
34

	
 
	
13.27
	
WAIVER
OF JURY TRIAL
	
35

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
35

	
 
	
14.1
	
Disclosure
	
35

								


 

 

 


EXHIBITS AND SCHEDULES

 

EXHIBITS

 

Exhibit
A          Legal Description

Exhibit
B          Form of Special Warranty
Deed

Exhibit
C          Form of Bill of Sale

Exhibit
D          Form of General
Assignment and Assumption

Exhibit
E           Form of Assignment
and Assumption of Leases and Security Deposits

Exhibit
F           Form of Notice to
Vendor regarding Termination of Contract

Exhibit
G          Form of Tenant
Notification

Exhibit
H          Form of Lead Paint
Disclosure

 

 

SCHEDULES

 

Schedule
1       Defined Terms

Schedule
2       List of Materials

 




 

PURCHASE
AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 1st day of March, 2011 (the "Effective
Date"), by and between WOOD
CREEK CPGF 22, L.P., a Delaware limited partnership, having an address
at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller"), and PIVOTAL FINANCE, LLC, an Arizona limited
liability company, having a principal address at 3200 E. Camelback Road, Suite
295, Phoenix, Arizona 85018 ("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, Arizona, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as Wood Creek
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.

C.       
Seller and Purchaser intend this Contract to serve as mutual escrow instructions
to Escrow Agent.  

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 Twenty-Eight Million Two Hundred Fifty Thousand 
Dollars ($28,250,000.00), payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser
shall deliver to First American Title Insurance Company, 633 Third Avenue,
17th Floor, New York, New York 10017 ("Escrow Agent" or
"Title Insurer") an initial deposit (the "Initial
Deposit") of Two Hundred Fifty Thousand  Dollars ($250,000.00)
by wire transfer of immediately available funds ("Good
Funds").  If Purchaser does not exercise its right to terminate
this Contract pursuant to Section 3.2 or otherwise on or before 5:00 p.m. on
March 11, 2011 (the “Non-refundable Initial Deposit
Component Date”), then a portion of the Initial Deposit in the amount of
$25,000.00 shall be non-refundable in all cases (the portion of the Initial
Deposit that pursuant to this sentence is non-refundable is referred to herein
as the “Non-Refundable Initial Deposit Component”.

2.2.2       
On or before the expiration of the Feasibility Period, Purchaser
shall deliver to Escrow Agent an additional deposit (the "Additional
Deposit") of Two Hundred Fifty Thousand  Dollars ($250,000.00) by
wire transfer of Good Funds.  

2.2.3       
At the Closing, subject to Purchaser’s obligations under Section
4.5, Purchaser shall receive a credit against the Purchase Price in the amount
of the outstanding principal balance of the Notes, together with all accrued but
unpaid interest (if any) thereon, as of the Closing Date (the "Loan
Balance"), plus the amount of the Deposit.

2.2.4       
The balance of the Purchase Price for the Property shall be paid
to and received by Escrow Agent by wire transfer of Good Funds no later than
2:00 p.m. on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.  

2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the
Deposit to the party entitled thereto under the terms of this Contract. 
Escrow Agent shall invest the Deposit in an FDIC-insured, interest-bearing bank
account or FDIC-insured money market fund reasonably approved by Purchaser and
Seller, and all interest and income thereon shall become part of the Deposit and
shall be remitted to the party entitled to the Deposit pursuant to this
Contract.

2.3.2       
Escrow Agent shall hold and apply the Deposit in strict accordance
with the terms of this Contract.  The tax identification numbers of the
parties shall be furnished to Escrow Agent upon request.

2.3.3       
Except for the return of the Deposit to Purchaser as a result of
Purchaser exercising its termination right under Section 3.2 below (in which
event Escrow Agent shall promptly release the Deposit to Purchaser on demand),
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 and shall not be
liable 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
negligence on the part of the Escrow Agent.

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

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

Article
III
FEASIBILITY PERIOD

3.1             
Feasibility Period.

 
Subject to the terms of Sections 3.3 and 3.4
and the rights of Tenants under the Leases, from the Effective Date to and
including March 31, 2011 (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"). 
Purchaser shall also have the foregoing right to enter onto the Property to
conduct and make Inspections during any period occurring after the expiration of
the Feasibility Period, but before the termination of this Contract.

3.2             
Expiration of Feasibility Period.

 
If any of the matters in Section 3.1 or any other title or
survey or other 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 pursuant to, and in
accordance with this Section 3.2.  No later than 5:00 p.m. on the
date of expiration of the Feasibility Period, Purchaser shall give written
notice (the “Section 3.2 Notice”) to Seller and Escrow Agent
indicating whether Purchaser elects to either: (x) terminate this Contract or
(y) go forward with the transactions contemplated by this Contract.  If Purchaser fails to deliver the Section 3.2
Notice on or before 5:00 p.m. on the date of expiration of the Feasibility
Period, then Purchaser shall be deemed to have elected to terminate this
Contract.  If Purchaser elects in the Section 3.2 Notice to terminate this
Contract, or Purchaser is deemed to have elected to terminate this Contract,
then 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; provided, however, if Purchaser
terminates this Contract, or is deemed to have terminated this Contract, after
the Non-Refundable Initial Deposit Component Date, then (i) the Non-Refundable
Initial Deposit Component shall be delivered to Seller as further consideration
for Seller agreeing to enter into this Contract and (ii) the remaining balance
of the Initial Deposit (i.e. $225,000) shall be returned to Purchaser.  If
Purchaser delivers the Section 3.2 Notice and does not elect therein to
terminate this Contract, then 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 otherwise expressly set
forth 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"), for, from and against any and all
damages, mechanics' liens, materialmen's liens, liabilities, penalties,
interest, losses, demands, actions, causes of action, claims, costs and expenses
(including reasonable attorneys' fees, including the cost of in-house counsel
and appeals) (collectively, "Losses") caused by Purchaser's or its
Consultants' entry onto the Property, and any Inspections or other acts by
Purchaser or Purchaser's Consultants with respect to the Property during the
Feasibility Period or otherwise.

3.4.2       
Notwithstanding anything in this Contract to the contrary,
Purchaser shall not be permitted to perform any invasive tests on the Property
without Seller's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser desires to perform any
invasive tests, Purchaser shall give prior written notice thereof to Seller,
which notice shall be accompanied by a detailed description and plan of the
invasive tests Purchaser desires to perform.  Further, Seller shall have
the right, without limitation, to disapprove any and all such invasive entries,
surveys, tests (including, without limitation, an invasive 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, at Purchaser’s
sole cost and expense, and in accordance with all applicable environmental laws,
dispose of all hazardous materials which have been specifically removed from or
at the Property by Purchaser or its agents, representatives, employees or
designees in connection with Purchaser’s environmental studies.  Purchaser
shall use reasonable efforts to minimize disruption to Tenants in connection
with Purchaser's or its Consultants' activities pursuant to this Section. 
No consent by Seller to any such activity shall be deemed to constitute a waiver
by Seller or assumption of liability or risk by Seller.  Purchaser hereby
agrees to restore, at Purchaser's sole cost and expense, the Property to the
same condition existing immediately prior to Purchaser's exercise of its rights
pursuant to this Article III.  Purchaser shall maintain and cause
its third party consultants to maintain (a) casualty insurance and commercial
general liability insurance with coverages of not less than $1,000,000.00 for
injury or death to any one person and $3,000,000.00 for injury or death to more
than one person and $1,000,000.00 with respect to property damage, and (b)
worker's compensation insurance for all of their respective employees in
accordance with the law of the state in which the Property is located. 
Purchaser shall deliver proof of the insurance coverage required pursuant to
this Section 3.4.2 to Seller (in the form of a certificate
of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's
Consultants' entry onto the Property, or (ii) the expiration of 15 days after
the Effective Date.

3.5             
Property Materials.  

3.5.1       
Within 5 Business Days after the Effective Date, and to the extent
the same have not already been provided by Seller to Purchaser, Seller
agrees to deliver to Purchaser, or at Seller's option make available at the
Property, copies of all material documents and information concerning the
Property that are in Seller's possession or reasonable control (including, but
not limited to, those items referenced on Schedule 2 attached hereto),
other than such documents and information that Seller reasonably deems to be
confidential or proprietary (collectively, the "Materials").

3.5.2       
Except as expressly set forth in Seller's Representations, Seller
makes no representations or warranties, 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 Purchaser shall not in any way be entitled to rely upon the
completeness or accuracy of the Materials, and, except as expressly set forth in
Seller’s Representations, 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.  All
Materials and Third-Party Reports shall be returned to Seller or destroyed by
Purchaser if this Contract is terminated for any reason.

3.5.3       
Not later than 5 Business Days after the Effective Date, and to
the extent the same has not already been provided by Seller to Purchaser, Seller
shall deliver to Purchaser the most recent rent roll for the Property, which is
the rent roll Seller uses in the ordinary course of operating the Property (the
"Rent Roll").  Seller makes no representations or warranties
regarding the Rent Roll other than as expressly set forth in Seller’s
Representations.

3.5.4       
Not later than 5 Business Days after the Effective Date, and to
the extent the same has not already been provided by Seller to Purchaser, Seller
shall deliver to Purchaser 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 Seller’s Representations.  

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, then there shall
be no Terminated Contracts and Purchaser shall assume all Property Contracts at
the Closing.  If Purchaser delivers the Property Contracts Notice to Seller
on or before the expiration of the Feasibility Period, then Seller shall execute
and deliver, on or before Closing, 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").  To the extent that any Property Contract to be
assigned to Purchaser requires vendor consent, then, prior to the Closing,
Purchaser and Seller shall attempt to obtain from each applicable vendor a
consent (each a "Required Assignment Consent") to such assignment,
and 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 a failure to obtain any such Required Assignment Consent.

Article
IV
TITLE

4.1             
Title Documents.

 
Promptly after the Effective Date, and to the extent same has not already been
provided to Purchaser, Title Insurer will deliver to Purchaser a commitment for
owner's title insurance with regard to the Property ("Title Commitment")
to provide an extended coverage American Land Title Association owner's title
insurance policy for the Land and Improvements, using the current policy jacket
customarily provided by the Title Insurer, in an amount equal to the Purchase
Price (the "Title Policy"), together with copies of all instruments
identified as exceptions therein (together with the Title Commitment, referred
to herein as the "Title Documents").  Upon Closing, Seller shall be
responsible only for payment of the base premium for the Title Policy. 
Upon Closing, Purchaser shall be solely responsible for payment of the
additional cost to obtain extended coverage under the Title Policy and for all
costs relating to any requested endorsements.  Notwithstanding the
foregoing, if (i) pursuant to the Response Notice, Seller shall have expressly
committed to cure an Objection and (ii) the only means of curing such Objection
is to obtain an additional endorsement to the Title Policy, then Seller shall be responsible for payment of the costs relating to such
additional endorsement; provided, however, that in no event shall
Seller be required to pay the costs relating to any endorsement requested by
Purchaser or the costs relating to any standard endorsement (i.e., any
endorsement that is typically included in an extended coverage American Land
Title Association owner’s title insurance policy).  

4.2             
Survey.

 
Promptly after the Effective Date, and to the extent same has not already been
provided to Purchaser, Seller will deliver to Purchaser a copy of the existing
survey of the Property dated August 14, 2006 and prepared by Smith Roberts
National Corporation (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 March 22, 2011 (the "Objection Deadline"), Purchaser
shall give written notice (the "Objection Notice") to the
attorneys for Seller of any matter set forth in the Title Documents and the
Survey to which Purchaser objects (the "Objections").  If
Purchaser fails to tender an Objection Notice on or before the Objection
Deadline, Purchaser shall be deemed to have approved and irrevocably waived any
objections to any matters covered by the Title Documents and the Survey. 
On or before March 28, 2011 (the "Response Deadline"), Seller may,
in Seller's sole discretion, give Purchaser notice (the "Response
Notice") of those Objections which Seller is willing to cure, if
any.  Seller shall be entitled to reasonable adjournments of the Closing
Date to cure those Objections which Seller commits to cure pursuant to the
Response Notice, not to exceed 30 days in the aggregate.  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,
then 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 (it being agreed that
those Objections, if any, which Seller shall have committed to cure pursuant to
the Response Notice shall nevertheless be omitted from the Title Policy at
Closing).

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
modified to be limited to those parties in possession pursuant to the Leases and
to such parties’ leasehold interests only, and (d) the standard exception
pertaining to taxes and assessments, which shall be limited to taxes and
assessments not yet due and payable as of the Closing Date;

4.4.2       
All Leases;

4.4.3       
The Assumed Encumbrances;

4.4.4       
The HAP Tenant Based Voucher Contract(s);

4.4.5       
Applicable zoning and governmental regulations and ordinances;
and

4.4.6       
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser.

4.5             
Assumed Encumbrances.

4.5.1       
Purchaser recognizes and agrees that, in connection with two (2)
loans (collectively, the "Loans", each a “Loan”)
made to Seller by Lender, the Property presently is encumbered by the Assumed
Deeds of Trust and certain other security and related documents in connection
with the Loans (collectively, the "Assumed Encumbrances"). 
The Loans are evidenced by the Notes.  After the Effective Date, Seller
agrees that it will provide to Purchaser copies of the Assumed Loan Documents
which are in Seller’s possession or reasonable control (subject to Section
3.5.2).

4.5.2       
Purchaser agrees that, at the Closing, (a) Purchaser shall
assume Seller's obligations under the Notes and all of the other Assumed Loan
Documents arising from and after the Closing and accept title to the Property
subject to the Assumed Deeds of Trust and the Assumed Encumbrances, and
(b) the Lender shall release Seller, as well as any guarantors and other
obligated parties under the Assumed Loan Documents, from all obligations under
the Assumed Loan Documents (and any related guarantees or letters of credit),
including, without limitation, any obligation to make payments of principal and
interest under the Notes (collectively, the foregoing (a) and (b) referred to
herein as the "Loan Assumption and Release").  Purchaser
acknowledges and agrees that (x) the provisions of Exhibit B attached to each of
the Assumed Deeds of Trust and the provisions of Exhibit A attached to each of
the Notes were negotiated for the exclusive benefit of Seller, AIMCO or their
respective affiliates (collectively, the "Specific AIMCO
Provisions"), and (y) unless Lender otherwise agrees in Lender's sole
and arbitrary discretion, Purchaser will not be permitted to assume the benefit
of the Specific AIMCO Provisions and the same shall be of no further force or
effect from and after the Closing Date.  

4.5.3       
Purchaser further acknowledges that the Assumed Loan Documents
require the satisfaction by Purchaser of certain requirements as set forth
therein to allow for the Loan Assumption and Release.  Accordingly,
Purchaser, at its sole cost and expense and within 15 days after the Effective
Date (the "Loan Assumption Application Submittal Deadline"), shall
satisfy the requirements set forth in the Assumed Loan Documents to apply for
the Loan Assumption and Release, including, without limitation, submitting a
complete application to Lender for assumption of the Loans together with all
documents and information required in connection therewith (the "Loan
Assumption Application").  On or before the Loan Assumption
Application Submittal Deadline, Purchaser agrees to provide Seller with
reasonably sufficient evidence that the Loan Assumption Application has been
submitted to Lender.  Purchaser acknowledges and agrees that Purchaser is
solely responsible for the preparation and submittal of the Loan Assumption
Application, including the collection of all materials, documents, certificates, financials, signatures, and other
items required to be submitted to Lender in connection with the Loan Assumption
Application.

4.5.4       
Purchaser shall comply with Lender's assumption guidelines in
connection with the Loan Assumption and Release, and, if required by the Lender,
Purchaser shall cause such other person or entity reasonably acceptable to the
Lender, to execute and deliver at the Closing a customary “non-recourse
carve-out” guaranty and such other guaranty(s), if any, which are a part of the
Assumed Loan Documents and a customary environmental indemnity in favor of
Lender; it being agreed and understood that such guaranty(s) and environmental
indemnity shall not be effective unless and until the Loan Assumption and
Release occurs.  Purchaser shall be responsible at its sole cost and
expense for correcting and re-submitting any deficiencies noted by Lender in
connection with the Loan Assumption Application no later than 3 Business Days
after notification from Lender of such deficiency.  Purchaser also shall
provide Seller with a copy of any correspondence from Lender with respect to the
Loan Assumption Application no later than 3 Business Days after receipt of such
correspondence from Lender.  Purchaser acknowledges that Lender's
assumption guidelines may not be consistent with the provisions of the Assumed
Loan Documents concerning the Loan Assumption and Release.  

4.5.5       
Purchaser shall pay all fees and expenses (including, without
limitation, all servicing fees and charges, transfer fees, assumption fees,
title fees and endorsement fees) imposed or charged by the Lender or its counsel
(such fees and expenses collectively being referred to as the "Lender
Fees"), in connection with the Loan Assumption Application and the Loan
Assumption and Release.

4.5.6       
Seller shall assign all of its right, title and interest in and to
all reserves, impounds and other accounts held by Lender in connection with the
Loans, and at Closing, Purchaser shall pay to Seller an amount equal to the
balance of such reserves, impounds and accounts so assigned.  Additionally,
Purchaser shall be responsible for funding any additional or increased reserves,
impounds or accounts required by Lender to be maintained by Purchaser in
connection with the Loans after the Loan Assumption and Release (the
"Required Loan Fund Amounts").

4.5.7       
Purchaser agrees promptly to deliver to the Lender all documents
and information required by the Assumed Loan Documents, and such other
information or documentation as the Lender reasonably may request, including,
without limitation, financial statements, income tax returns and other financial
information for Purchaser and any required guarantor.  Seller agrees that
it will cooperate with Purchaser and Lender, at no cost or expense to Seller, in
connection with Purchaser's application to Lender for approval of the Loan
Assumption and Release.

4.5.8       
To the extent required by Lender, no later than 15 days after the
Effective Date, Purchaser shall order a Phase I Environmental study and/or
property condition report (prepared by a consultant and engineer reasonably
acceptable to Lender), and covenants that such Phase I Environmental study
and/or property condition report shall be delivered to Seller and Lender prior
to the Closing.

4.5.9       
(a)        If (x) Purchaser
complies with its obligations under this Contract (including this Section
4.5) and the requirements of the Assumed Loan Documents in connection with
obtaining the Loan Assumption and Release, (y) Purchaser uses commercially
reasonable efforts to diligently obtain the Loan Assumption and Release, and (z)
Purchaser is unable to obtain the consent of the Lender to the Loan Assumption
and Release (subject only to Lender’s customary conditions) on or before April
15, 2011 (the “Loan Assumption Approval Period”), then Purchaser
shall have the right to terminate this Contract based solely on the fact that
the Loan Assumption and Release has not been approved by the Lender by giving
written notice to Seller and Escrow Agent no later than 5:00 p.m. on or before
the date of the expiration of the Loan Assumption Approval Period.  If
Purchaser provides such written notice prior to the expiration of the Loan
Assumption Approval Period (as same may be extended pursuant to the provisions
of this Section 4.5.9), this Contract shall terminate and be of no
further force and effect, subject to and except for the Survival Provisions, and
Escrow Agent shall return the Deposit to Purchaser, provided, however, if
Purchaser provides such notice after the Non-Refundable Initial Deposit
Component Date, then (i) the Non-Refundable Initial Deposit Component shall be
delivered to Seller as further consideration for Seller agreeing to enter into
this Contract and (ii) the remaining balance of the Deposit (i.e. the Deposit
then being held by Escrow Agent, less the Non-Refundable Initial Deposit
Component) shall be returned to Purchaser.  If Purchaser fails to deliver
to Seller a written notice of termination prior to the expiration of the Loan
Assumption Approval Period (as same may be extended pursuant to the provisions
of this Section 4.5.9) in accordance with the terms of this Section
4.5.9, then Purchaser's right to terminate this Contract under this
Section 4.5.9 shall be permanently waived, this Contract shall
remain in full force and effect, and Purchaser shall have no further right to
terminate this Contract on account of Purchaser’s inability or failure to obtain
the Loan Assumption and Release.

                       
(b)        If (y) despite Purchaser using
commercially reasonable good faith efforts to obtain the Loan Assumption and
Release, Purchaser does not obtain the consent of the Lender to the Loan
Assumption and Release (subject only to Lender’s customary conditions) on or
before the then expiration of the Loan Assumption Approval Period, then
Purchaser shall have the right (the “First Loan Assumption Approval
Extension Right”), exercisable
by delivering written notice to Seller prior to the then expiration of the Loan
Assumption Approval Period, to extend the Loan Assumption Approval Period to
May 2, 2011 for the sole purpose of obtaining Lender's approval of the Loan
Assumption and Release; provided that concurrently with delivering such written
notice exercising the First Loan Assumption Approval Extension Right, Purchaser
shall deliver to Escrow Agent an additional deposit of $25,000.00 (the
“First Loan Assumption Period Extension Deposit”).  The First
Loan Assumption Period Extension Deposit shall be deemed part of the
Deposit.

                       
(c)        If Purchaser exercises its First
Loan Assumption Approval Extension Right and, despite Purchaser using
commercially reasonable good faith efforts to obtain the Loan Assumption and
Release, Purchaser does not obtain the consent of the Lender to the Loan
Assumption and Release (subject only to Lender’s customary conditions) on or
before the then expiration of the Loan Assumption Approval Period (as extended
by the First Loan Assumption Approval Extension Right), then Purchaser shall
have the additional right (the “Second Loan Assumption Approval Extension
Right”), exercisable by delivering written notice to Seller prior to the
then expiration of the Loan Assumption Approval Period, to further extend the Loan Assumption Approval Period to May 16, 2011
for the sole purpose of obtaining Lender's approval of the Loan Assumption and
Release; provided that concurrently with delivering such written notice
exercising the Second Loan Assumption Approval Extension Right, Purchaser shall
deliver to Escrow Agent an additional deposit of $25,000.00 (the “Second
Loan Assumption Period Extension Deposit”).  The Second Loan
Assumption Period Extension Deposit shall be deemed part of the Deposit.

4.5.10    Purchaser
shall be in default hereunder if (i) Purchaser fails to submit a Loan Assumption
Application which is, in Purchaser’s good faith belief, a complete loan
application package by the Loan Assumption Application Submittal Deadline, or
(ii) Purchaser has not obtained Lender’s approval of the Loan Assumption and
Release by the expiration of the Loan Assumption Approval Period (as same may be
extended pursuant to the provisions of Section 4.5.9 above), Purchaser is
entitled to, but does not, terminate this Contract in accordance with Section
4.5.9, and Purchaser fails to obtain each Loan Assumption and Release prior
to the Closing Date, in either case, Seller may terminate this Contract and the
Deposit shall be immediately released by the Escrow Agent to Seller.

4.6             
Subsequently Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, any update to the
Title Commitment or Existing Survey discloses any additional item that
materially adversely affects title to the Property which was not disclosed on
any version of or update to the Title Commitment delivered to Purchaser during
the Feasibility Period (the "New Exception"), Purchaser shall have
a period of 5 days from the date of its receipt of such update (the "New
Exception Review Period") to review and notify Seller in writing of
Purchaser's approval or disapproval of the New Exception.  If Purchaser
disapproves of the New Exception, Seller may, in Seller's sole discretion,
notify Purchaser as to whether it is willing to cure the New Exception.  If
Seller elects to cure the New Exception, Seller shall be entitled to reasonable
adjournments of the Closing Date to cure the New Exception, not to exceed 30
days in the aggregate.  If Seller fails to deliver a notice to Purchaser
within 3 days after the expiration of the New Exception Review Period, Seller
shall be deemed to have elected not to cure the New Exception.  If
Purchaser is dissatisfied with Seller's response, or lack thereof, Purchaser
may, as its exclusive remedy elect either:  (i) to terminate this Contract,
in which event the Deposit shall be promptly returned to Purchaser or (ii) to
waive the New Exception and proceed with the transactions contemplated by this
Contract, in which event Purchaser shall be deemed to have approved the New
Exception.  If Purchaser fails to notify Seller of its election to
terminate this Contract in accordance with the foregoing sentence within 6 days
after the expiration of the New Exception Review Period, Purchaser shall be
deemed to have elected to approve and irrevocably waive any objections to the
New Exception.  

4.7             
Housing Assistance Program Vouchers.

 
Purchaser acknowledges that the HAP Tenant Based Voucher Contract(s) require(s)
the satisfaction by Purchaser of certain requirements as set forth therein and
established by the local housing authorities (collectively, the “Housing
Authority”) to allow for the assumption of the HAP Tenant Based Voucher
Contract(s). Purchaser agrees that, at the Closing, either (a) Purchaser shall
assume all obligations under the HAP Tenant Based Voucher Contract(s) and accept
title to the applicable Property subject to the same, or (b) the existing HAP
Tenant Based Voucher Contract(s) shall be terminated, and Purchaser shall enter
into replacement HAP Tenant Based Voucher Contract(s) which are acceptable to
the Housing Authority (collectively, the foregoing (a) and (b) referred to herein as the "HAP Tenant Based Voucher
Assumption").  Purchaser shall indemnify and hold the Seller and
the Seller’s Indemnified Parties harmless from and against any and all claims,
losses, damages, and expenses (including reasonable attorneys’ fees) that may be
incurred by Seller and/or any of the Seller’s Indemnified Parties from and after
the Closing Date, in connection with the HAP Tenant Based
Voucher Assumption.

4.8             
Purchaser Financing.

 
Except to the extent that Purchaser obtains the Loan Assumption and Release (in
which event Purchaser shall receive a credit against the Purchase Price in the
amount of the Loan Balance), Purchaser assumes full responsibility to obtain the
funds required for settlement, and Purchaser's acquisition of such funds shall
not be a contingency to the Closing. 

Article
V
CLOSING

5.1             
Closing Date.

 
The Closing shall occur on the earlier of (x) fifteen (15) days after Purchaser
receives written notice that the Lender has approved the Loan Assumption and
Release and (y) May 31, 2011 (such date that the Closing occurs on, the
"Closing Date") through an escrow with Escrow Agent, whereby
Seller, Purchaser and their attorneys need not be physically present at the
Closing and may deliver documents by overnight air courier or other means. 
Notwithstanding the foregoing to the contrary, Seller shall have the option, by
delivering written notice to Purchaser, to extend the Closing Date to the last
Business Day of the month in which the Closing Date otherwise would occur
pursuant to the preceding sentence, in connection with the Loan Assumption and
Release, provided that such extension does not adversely affect Lender’s
approval of the Loan Assumption and Release.  Purchaser shall provide
Seller with written notice of Lender’s approval of the Loan Assumption and
Release no later than two (2) days after Purchaser’s receipt of such
approval.

5.2             
Seller Closing Deliveries.

 
Except for the closing statement which shall be delivered on or before the
Closing Date, Seller shall deliver to Escrow Agent, each of the following items
no later than 1 Business Day prior to the Closing Date:

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

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

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

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

5.2.5       
Seller's counterpart signature to the closing statement prepared
by Title Insurer.

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

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

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

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

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

5.2.11    An
Affidavit of Property Value, signed by Seller.

5.2.12    Such
notices, transfer disclosures, affidavits or other similar documents that are
required by applicable laws to be executed by Seller or otherwise reasonably
necessary in order to consummate the transactions contemplated under terms of
the Contract.

5.3             
Purchaser Closing Deliveries.

 
Except for: (i) the closing statement which shall be delivered on or before the
Closing Date, and (ii) the balance of the Purchase Price which is to be
delivered at the time specified in Section 2.2.4, Purchaser shall deliver
to Escrow Agent, each of the following items no later than 1 Business Day prior
to the Closing Date:

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

5.3.2       
Purchaser’s counterpart signature to the closing statement
prepared by Title Insurer.

5.3.3       
A countersigned counterpart of the General Assignment.

5.3.4       
A countersigned counterpart of the Leases Assignment.

5.3.5       
Notification letters to all Tenants prepared and executed by
Purchaser in the form attached hereto as Exhibit G, which shall be
delivered to all Tenants by Purchaser immediately after Closing.  

5.3.6       
Any cancellation fees or penalties due to any vendor under any
Terminated Contract as a result of the termination thereof.

5.3.7       
Resolutions, certificates of good standing, and such other
organizational documents as Title Insurer shall reasonably require evidencing
Purchaser's authority to consummate this transaction.

5.3.8       
If Purchaser elects to cause and the Lender has agreed to permit
the Loan Assumption and Release, all documents, instruments, guaranties, Lender
Fees, Required Loan Fund Amounts, and other items or funds required by the
Lender to cause the Loan Assumption and Release.

5.3.9       
An Affidavit of Property Value, signed by Purchaser.

5.3.10    Such
notices, transfer disclosures, affidavits or other similar documents that are
required by applicable law to be executed by Purchaser or otherwise reasonably
necessary in order to consummate the transactions contemplated under this
Contract.

5.4             
Closing Prorations and Adjustments.  

5.4.1       
General.  All normal and customarily proratable
items, including, without limitation, collected rents, operating expenses,
personal property taxes, other operating expenses and fees, shall be prorated as
of the Closing Date, Seller being charged or credited, as appropriate, for all
of same attributable to the period up to the Closing Date (and credited for any
amounts paid by Seller attributable to the period on or after the Closing Date,
if assumed by Purchaser) and Purchaser being responsible for, and credited or
charged, as the case may be, for all of the same attributable to the period on
and after the Closing Date.  Seller shall prepare a proration schedule (the
"Proration Schedule") of the adjustments described in this
Section 5.4 prior to Closing and shall deliver such
Proration Schedule 2 days 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.  Seller shall have no responsibility or liability for
Purchaser's failure to arrange utility service for the Property as of the
Closing Date.  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 for, from and against any and all Losses
arising from or related to Purchaser's failure to arrange utility service as of
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. 
In addition, if Purchaser elects to terminate any utility rebilling contract
associated with the Property, then Seller shall receive a credit at Closing
equal to the average of the amount of the monthly utility bill associated with
the Property for the calendar months of March, April and May of 2010, multiplied
by 3.  Notwithstanding the foregoing, regardless of whether Purchaser
elects to terminate or assume any such utility rebilling contract, if, at any
time after the Closing, Seller receives a utility payment for which Seller
received a credit for at Closing, then Seller shall promptly deliver such
payment to Purchaser.  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.  For a period of 180
days following Closing, Purchaser agrees to bill Tenants of the Property for all
Uncollected Rents and to take reasonable actions (which shall not include an
obligation to commence legal action) 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, second, to Purchaser’s reasonable
third-party costs of such collection, and third 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; provided, however, that Purchaser's
obligation to cooperate with Seller pursuant to this
sentence shall not obligate Purchaser to terminate any Tenant lease with an
existing Tenant or evict any existing Tenant from the Property.

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

5.4.6.3           
Seller agrees that at Closing, Purchaser shall be entitled to a
credit against the Purchase Price in an amount equal to $500.00 for each Tenant
Unit which is vacant and not in Rent-Ready Condition on the date which is five
(5) Business Days prior to the Closing.

5.4.7       
Existing Loan.  Seller shall be responsible for
all principal required to be paid under the terms of the Notes prior to Closing,
together with all interest accrued under the Notes prior to Closing, all of
which may be a credit against the Purchase Price as provided in Section
2.2.3.  Purchaser shall be responsible for the payment of
all principal required to be paid from and after Closing, together with all
interest accruing under the Notes from and after Closing.  Purchaser shall
also be responsible for all Lender Fees and all other fees, penalties, interest
and other amounts due and owing from and after Closing under the Assumed Loan
Documents as a result of the Loan Assumption and Release.  As set forth in
Section 4.5.6, any existing reserves, impounds and other
accounts maintained in connection with the Loans shall be assigned to Purchaser,
and at Closing, Purchaser shall pay to Seller an amount equal to the balance of
such reserves, impounds and accounts so assigned.

5.4.8       
Insurance.  No proration shall be made in
relation to insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until the
Closing has occurred (“Risk of Loss Transfer”), after which time
the risk of loss shall pass to Purchaser and Purchaser shall be responsible for
obtaining its own insurance thereafter.

5.4.9       
Employees.  Seller will be responsible for
assuring that all of Seller's and Seller's manager's on-site employees shall
have their employment at the Property terminated as of the Closing
Date.

5.4.10   
Closing Costs.  Purchaser shall pay (i) all
recording charges with respect to the Deed and other documents being recorded in
connection with the conveyance of the Property and the Loan Assumption and
Release, (ii) any premiums or fees required to be paid by Purchaser with respect to the Title Policy pursuant to
Section 4.1, and (iii) one-half of the customary escrow fee
and closing costs of the Escrow Agent.  Seller shall pay (w) any transfer,
sales, use, gross receipts or similar taxes, (x) the base premium for the Title
Policy to the extent required by Section 4.1, (y) the cost
of recording any instruments required to discharge any liens or encumbrances
against the Property not caused by Purchaser’s actions, and (z) one-half of the
customary escrow fee and closing costs of the Escrow Agent.  

5.4.11   
Intentionally omitted. 

5.4.12   
Possession.  Possession of the Property,
subject to the Leases, Property Contracts, other than Terminated Contracts, and
Permitted Exceptions, shall be delivered to Purchaser at the Closing upon
release from escrow of all items to be delivered by Purchaser pursuant to
Section 5.2.11.  To the extent reasonably available to
Seller, originals or copies of the Leases and Property Contracts, lease files,
warranties, guaranties, operating manuals, keys to the property, and Seller's
books and records (other than proprietary information) (collectively,
"Seller's Property-Related Files and Records") regarding the
Property shall be made available to Purchaser at the Property upon the
Closing.  Purchaser agrees, for a period of not less than three (3) years
after the Closing (the "Records Hold Period"), to (a) provide and
allow Seller reasonable access to Seller's Property-Related Files and Records
for purposes of inspection and copying thereof, and (b) reasonably maintain and
preserve Seller's Property-Related Files and Records.

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 the aggregate.  

Article
VI
REPRESENTATIONS AND WARRANTIES OF SELLER
AND PURCHASER

6.1             
Seller's Representations.

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

6.1.1       
Seller is validly existing and in good standing under the laws of
the state of its formation set forth in the initial paragraph of this Contract;
and, subject to Section 8.2.5 and any approvals required from Lender for the
Loan Assumption and Release, has or at the Closing shall have the entity power
and authority to sell and convey the Property and to execute the documents to be
executed by Seller and prior to the Closing will have taken as applicable, all
corporate, partnership, limited liability company or equivalent entity actions
required for the execution and delivery of this Contract, and the consummation
of the transactions contemplated by this
Contract.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which Seller is
a party or by which Seller is otherwise bound, which conflict, breach or default
would have a material adverse affect on Seller's ability to consummate the
transaction contemplated by this Contract or on the Property.  Subject to
Section 8.2.5, 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 any actions by Seller to evict Tenants under the
Leases, to Seller's knowledge, there are no material actions, proceedings,
litigation or governmental investigations or condemnation actions either pending
or threatened in writing against the Property which will adversely impact
Seller's ability to convey the Property;

6.1.4       
To Seller's knowledge, Seller has not received any written notice
of any material default by Seller under any of the Property Contracts;

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

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

6.1.7       
Except for any approvals required from Lender for the Loan
Assumption and Release, to Seller’s knowledge, the execution, delivery and
performance by Seller of this Contract does not, and will not, result in any
violation of, or constitute a default under, any mortgage, deed of trust,
indenture, lease, security agreement or other instrument or agreement to which
Seller is a party, or any judgment, writ, decree, order, injunction, rule or
governmental regulation to which Seller is subject. 

6.1.8       
To Seller’s knowledge, Seller is not prohibited from consummating
the transactions contemplated by this Contract by any law, rule, regulation,
order or judgment issued by any governmental authority. 

6.1.9       
To Seller's knowledge, Seller has not received any written notice
from any governmental agency of any uncured material violations of any federal,
state, county or municipal law, ordinance, order, regulation or requirement
affecting the Property.

6.1.10    Except as
set forth on the Rent Roll or the Property Contract List, and as may be entered
into by Seller prior to the Closing in accordance with this Contract, (i) there
are no leases, tenancies, options, rights of first refusals or licenses
affecting the Property to which Seller is a party or as to which Seller has
actual knowledge, except for the Leases and the Property Contracts, (ii) no
third party has any right to occupy or possess the Property, except pursuant to
the Leases, and (iii) other than this Contract, there are no contracts or
agreements relating to the sale, exchange or transfer of the Property or any
part thereof.

6.1.11    To Seller’s
knowledge, Seller has not received any written notice from any city, county or
state authority or other political, governmental or quasi-governmental authority
or subdivision having jurisdiction over the Property requiring or specifying
that any work be done to the Property, which work has not yet been
performed.

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

6.2             
AS-IS.

 
Except as otherwise expressly set forth in Seller's Representations:

6.2.1       
The Property is expressly purchased and sold "AS IS," "WHERE IS,"
and "WITH ALL FAULTS."  

6.2.2       
The Purchase Price and the terms and conditions set forth herein
are the result of arm's-length bargaining between entities familiar with
transactions of this kind, and said price, terms and conditions reflect the fact
that Purchaser shall have the benefit of, but is not relying upon, any
information provided by Seller or 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 Seller shall not be responsible or
liable to Purchaser for any defects, errors or omissions in the Materials, or on
account of any conditions affecting the Property.  

6.2.3       
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 in the Materials or other conditions
affecting the Property.  

6.2.4       
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.  

6.2.5       
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.  

6.2.6       
Purchaser hereby releases Seller from any and all claims and
liabilities relating to the matters set forth in this Section.  

6.3             
Survival of Seller's Representations.

 
Seller and Purchaser agree that Seller's Representations shall survive the
Closing for a period of 9 months (the “Survival Period”), during which
period, Purchaser will be entitled to file a claim against Seller for any
damages resulting from any breach of Seller’s Representations.  Seller
shall have no liability after the Survival Period with respect to Seller's
Representations contained herein except to the extent that Purchaser has filed
suit 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 $750,000 in any individual instance or in the aggregate
for all breaches of Seller's Representations, nor shall Purchaser be entitled to
bring any claim for a breach of Seller's Representations unless the claim for
damages (either in the aggregate or as to any individual claim) by Purchaser
exceeds $5,000.  In the event that Seller breaches any representation
contained in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser
shall be deemed to have waived any right of recovery, and Seller shall not have
any liability in connection therewith.

6.4             
Definition of Seller's Knowledge.

 
Any representations and warranties made "to the knowledge of Seller" shall not
be deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller's "knowledge" shall mean and refer only to actual
knowledge of the Regional Property Manager and the Community Manager and shall
not be construed to refer to the knowledge of any other partner, officer,
director, agent, employee or representative of Seller, or any affiliate of
Seller, or to impose upon such Regional Property Manager and Community Manager
any duty to investigate the matter to which such actual knowledge or the absence
thereof pertains, or to impose upon such Regional Property Manager and Community
Manager any individual personal liability.  As used herein, the term
"Regional Property Manager" and “Community Manager”
shall both refer to Heather Stidham who is the regional property manager and
community manager handling this Property.  

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 commencing on the Effective Date and ending on the
Closing Date, in the ordinary course of business and consistent with Seller’s
past practices, 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, without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld, conditioned or delayed, any new or renewed Leases
shall not have a term in excess of fourteen (14) months and any new Property
Contract shall be terminable upon not more than 30 days notice without
penalty.

7.2             
General Operation of Property.

 
Except as specifically set forth in this Article VII, Seller shall
operate and maintain the Property after the Effective Date in the ordinary
course of business and consistent with Seller’s past practices, and except as
necessary to address (a) any life or safety issue at the Property or (b) any
other matter which 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.  Seller will use commercially reasonable efforts to
promptly deliver to Purchaser a copy of any notice relating to the Property
received by Seller from any governmental or quasi-governmental authority. 


7.3             
Liens.

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

7.4             
Tax Appeals.

 
If any tax reduction proceedings, tax protest proceedings or tax assessment
appeals for the Property, relating to any tax years through and including the
tax year in which the Closing occurs, are pending at the time of Closing, Seller
reserves and shall have the right to continue to prosecute and/or settle the
same without the consent of Purchaser including, without limitation, instituting
any tax reduction proceeding, tax protest proceeding or tax assessment appeal
for the Property with respect to property values determined during the year that
the Closing occurs, but attributable to tax years after the Closing. 
Seller hereby reserves and shall have the exclusive right, at any time after the
Closing Date, to institute a tax reduction proceeding, tax protest proceeding or
tax assessment appeal for the Property with respect to real estate taxes
attributable to the tax years prior to and including the tax year in which the
Closing occurs and Seller shall have the right to prosecute and/or settle the
same without the consent of Purchaser.  Purchaser
agrees that it shall not independently institute any tax reduction proceedings,
tax protest proceedings, or tax assessment appeals for the Property with respect
to the tax years prior to and including the tax year in which the Closing
occurs.  Purchaser shall cooperate with Seller in connection with the
prosecution and/or settlement of any such tax reduction proceedings, tax protest
proceedings or tax assessment appeals, including executing such documents as
Seller may reasonably request in order for Seller to prosecute and/or settle any
such proceedings.  Any refunds or savings in the payment of taxes resulting
from any tax reduction proceedings, tax protest proceedings or tax assessment
appeals applicable to the period prior to the Closing Date shall belong to
Seller and any refunds or savings in the payment of taxes applicable to the
period from and after the Closing Date shall belong to Purchaser.  All
attorneys’ fees and other expenses incurred in obtaining such refunds or savings
shall be apportioned between Seller and Purchaser in proportion to the gross
amount of such refunds or savings payable to Seller and Purchaser,
respectively.

7.5             
Property Damage.

 
Seller and Purchaser acknowledge that a portion of the Property (the
“Damaged Property”) was damaged by a hail storm that occurred
prior to the Effective Date.  Seller agrees that prior to the Closing
Seller shall use reasonable efforts to commence making Repairs to the Damaged
Property (the “Repair Work”) in order to restore the Damaged
Property to substantially the same condition it was in prior the storm. 
Seller shall be entitled to receive and apply all available insurance proceeds
applicable to the Repair Work to the portions of the Repair Work completed or
installed prior to Closing.  If for any reason the Repair Work is not
completed prior to the Closing, then the following shall apply:

1.                 
the Closing shall occur in accordance with the terms of the
Contract for the full Purchase Price;

2.                 
Purchaser, at Purchaser’s sole cost and expense, shall be
responsible for completion of the Repair Work from and after Closing;

3.                 
at Closing, Seller shall give a credit to Purchaser in the amount
necessary to complete any of the Repair Work, including any amount for Repair
Work performed prior to the Closing which remains unpaid as of the Closing under
the contracts specified in clause 4 below (it being agreed and understood that,
(i) from and after the Closing, Purchaser shall be responsible for all payments
to the contractor(s) under such contract(s) regardless of when the Repair Work
was performed and (ii) Purchaser agrees to indemnify, hold harmless, and, if
requested in the sole and absolute discretion of Seller, defend (with counsel
approved by Seller) Seller for, from and against all Losses relating to
Purchaser’s failure to pay such contractors for Repair Work performed prior to
the Closing in which Purchaser received a credit for pursuant to this clause 3);
and

4.                 
at Closing, by way of the General Assignment, Seller shall assign,
and Purchaser shall assume, all construction and other contracts entered into by
Seller in connection with the Repair Work; provided copies of such contracts
were provided to Purchaser during the Feasibility Period. 

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; 

8.1.5       
Subject to Purchaser fulfilling all of its obligations under this
Contract, the Title Insurer shall be irrevocably committed in writing to
Purchaser to issue the Title Policy to Purchaser within thirty (30) days after
the Closing, subject only to the Permitted Exceptions; and

8.1.6       
Provided that (i) Purchaser shall have complied with all of its
obligations under Section 4.5 of this Contract and (ii) prior to the expiration
of the Loan Assumption Approval Period Purchaser has obtained the consent of
Lender to the Loan Assumption and Release (subject only to Lenders’ customary
conditions), the Loan Assumption and Release shall have occurred.

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser's
obligation to Close except as expressly set forth in this Section
8.1.  If any condition set forth in this Section
8.1 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; (b) terminate this Contract and receive a
return of the Deposit from the Escrow Agent; provided that if the condition set
forth in Section 8.1.6 is not met, then (i) the Non-Refundable Initial Deposit
Component shall be delivered to Seller as further consideration for Seller
agreeing to enter into this Contract and (ii) the remaining balance of the
Deposit (i.e. the Deposit then being held by Escrow Agent, less the
Non-Refundable Initial Deposit Component) shall be returned to Purchaser or (c)
if such failure constitutes a default by Seller of its covenants hereunder,
exercise any of its remedies pursuant to Section
10.2.

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       
Neither Purchaser nor any member of Purchaser shall be a debtor in
any bankruptcy proceeding;

8.2.5       
Seller shall have received all consents, documentation and
approvals necessary to consummate and facilitate the transactions contemplated
hereby, including, without limitation, any consent, documentation or approval
from Seller’s partners, members, managers, shareholders or directors to the
extent required by Seller's (or Seller's affiliates') organizational documents
or by law;

8.2.6       
There shall not be any pending litigation or, to the knowledge of
either Purchaser or Seller, any litigation threatened in writing, which, if
adversely determined, 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; and

8.2.7       
The Loan Assumption and Release shall have occurred.

If
any of the foregoing conditions to Seller's obligations to close with respect to
the 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, (b) terminate this Contract, or (c) if such failure constitutes a default
by Purchaser, exercise any of its remedies pursuant to Section
10.1.

Article
IX
BROKERAGE

9.1             
Indemnity.

. 
Seller represents and warrants to Purchaser that it has dealt only with Brad
Groff of Apartment Realty Advisors ("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 for, 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 Closing occurs, Seller agrees to pay Broker through escrow 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 on its obligations hereunder to (a) deliver the Initial
Deposit or Additional Deposit (or any other deposit or payment required of
Purchaser hereunder), (b) deliver to Seller the deliveries specified under
Section 5.3 on the date required thereunder, or (c) deliver
the Purchase Price in accordance with Article II 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 on any of its
other material 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 (i) defaults on its obligations hereunder to deliver to Escrow Agent
the deliveries specified under Section 5.2 on the date required thereunder, or
to close on the sale of the Property on the Closing Date, or (ii) prior to the
Closing defaults on its covenants or obligations under 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 exclusive remedy, Purchaser may
either (a) terminate this Contract, 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
$75,000 in the aggregate, or (b) subject to the conditions below, seek specific
performance of Seller’s obligation to close on the sale of the Property pursuant
to this Contract (but not damages).  Purchaser may seek specific
performance of Seller's obligation to close on the sale of
the Property pursuant to this Contract only if, as a condition precedent to
initiating such litigation for specific performance, Purchaser shall (x) not
otherwise be in material default under this Contract; and (y) file suit therefor
with the court on or before the 120th day after the Closing Date.  If
Purchaser fails to file an action for specific performance within 120 days after
the Closing Date, then Purchaser shall be deemed to have elected to terminate
the Contract in accordance with subsection (a) above.  Purchaser agrees
that it shall promptly deliver to Seller an assignment of all of Purchaser's
right, title and interest in and to (together with possession of) all plans,
studies, surveys, reports, and other materials paid for with the out-of-pocket
expenses reimbursed by Seller pursuant to the foregoing sentence.  SELLER
AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND
DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO
PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW
AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR
ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT.  UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO
RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES,
ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY
SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT.  PURCHASER
SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE
PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC
PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION
SEEKING SUCH REMEDY.

Article
XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.

 
If the Property is damaged or destroyed by fire or other casualty prior to Risk
of Loss Transfer, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the "Repairs") is
more than $2,000,000 (a “Major Damage”), then Seller shall have no
obligation to make such Repairs, and shall notify Purchaser in writing of such
damage or destruction (the "Damage Notice").  If there is a
Major Damage, then Purchaser may elect, by delivering written notice to Seller
on or before the earlier of (x) Closing and (y) the date which is ten (10) days
after Purchaser’s receipt of the Damage Notice, to terminate this Contract, in
which event the Deposit shall be returned to Purchaser.  In the event
Purchaser fails to timely terminate this Contract pursuant to this Section
11.1, 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 Risk of Loss Transfer, and the cost of Repairs is equal to or less than
$2,000,000, then this transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In
such event, Seller may at its election endeavor to make such Repairs to the
extent of any recovery from insurance carried on the Property, if such Repairs
can be reasonably effected before the Closing.  Regardless of Seller's
election to commence such Repairs, or Seller's ability to complete such Repairs
prior to Closing, this transaction shall be closed in accordance with
Section 11.3 below.

11.3         
Closing.

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

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; provided, however, that (except in the event of emergency, as
determined in Seller’s sole discretion) Seller will consult with Purchaser prior
to entering into any such contract if Purchaser will likely have to assume such
contract.  Notwithstanding the foregoing to the contrary, Seller retains
the sole right and authority to enter into any such contract.

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, Escrow
Agent will immediately pay the Deposit to Purchaser.  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 Seller will assign to Purchaser, and Purchaser shall receive, the full
benefit of any condemnation award.

Article
XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.

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

13.2         
Exhibits and Schedules.

 
All attached Exhibits and Schedules are a part of this Contract for all
purposes.

13.3         
Assignability.

 
Except to the extent required to comply with the provisions of Section
13.18 related to a 1031 Exchange, this Contract is not
assignable by Purchaser without first obtaining the prior written approval of
Seller.  Notwithstanding the foregoing, Purchaser may assign this Contract,
without first obtaining the prior written approval of Seller, to one or more
entities so long as (a) Purchaser is an affiliate of the purchasing entity(ies),
(b) Purchaser is not released from its liability hereunder, and (c) Purchaser
provides written notice to Seller of any proposed assignment no later than 5
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 or when
transmitted electronically, subject to clause (d) above; 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:

 

Pivotal
Group, Inc. 
3200 E. Camelback Road, Suite 295
Phoenix, Arizona
85018
Attention:  Scott Kent Knauer
Telephone:
602-956-7200
Facsimile:  602-956-2313

Email: 
sknauer@pivotalgroup.com

 

with
copy to:

 

Dioguardi
Flynn LLP

7001
N. Scottsdale Road, Suite 2060

Scottsdale,
Arizona 85253

Attention: 
Mark Dioguardi

Telephone:
480-970-2434

Facsimile: 
480-951-8824

Email: 
mdioguardi@dioguardiflynn.com 

 

To
Seller:

 

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Mark Reoch

Telephone: 
303-691-4337

Facsimile: 
303-300-3261

Email: 
mark.reoch@aimco.com

 

And:

 

c/o
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver,
Colorado  80237
Attention:  John Bezzant
Telephone:  303-793-4774
Email: 
john.bezzant@aimco.com

 

with copy to:

 

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Spiegleman, Esq.

Telephone:
303-691-4303

Facsimile: 
720-200-6882

Email: 
john.spiegleman@aimco.com

 

and
a copy to:

 

Bryan
Cave LLP
1290 Avenue of the Americas
New York, New York
10104
Attention:  Sandor A. Green, Esq.
Telephone:
212-541-2049
Facsimile:  212-541-1449

Email: 
sagreen@bryancave.com

 

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

First
American Title Insurance Company

333
Earle Ovington Blvd.

Uniondale,
NY 11553

Attention: 
Steve Rogers, Esq.

Telephone: 
516-832-3208

Email: 
sgrogers@firstam.com

 

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.  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.

 
Seller and Purchaser shall not disclose the terms and conditions contained in
this Contract and shall keep the same confidential, provided that each 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 its lenders, attorneys and accountants.  Furthermore, Seller may
disclose the terms and conditions of this Contract as is necessary, in Seller’s
sole discretion, in order for Seller to fulfill the conditions set forth in
Section 8.2.5, and to make any public disclosures required
under federal or state securities laws or regulations.  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, each party shall use its reasonable efforts to prevent its
Consultants from divulging any such confidential information to any unrelated
third parties except 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.

13.14     
Time of the Essence.

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

13.15     
Waiver.

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

13.16     
Attorneys' Fees.

 
In the event either party hereto commences litigation 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, including the cost of in-house counsel
and any appeals.

13.17     
Time Zone/Time Periods.

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

13.18     
1031 Exchange.

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

13.19     
No Personal Liability of Officers, Trustees or
Directors.

 
Purchaser acknowledges that this Contract is entered into by Seller which is a
Delaware limited partnership, and Purchaser agrees that none of Seller's
Indemnified Parties shall have any personal liability under this Contract or any
document executed in connection with the transactions contemplated by this
Contract.  Seller acknowledges that this Contract is entered into by
Purchaser which is an Arizona limited liability company, and Seller agrees that
none of Purchaser, or Purchaser’s partners, managers, members, employees,
officers, directors, trustees, shareholders, counsel, representatives, or agents
shall have any personal liability under this Contract or any document executed
in connection with the transactions contemplated by this Contract.

13.20     
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.

13.21     
No Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without Seller's prior written consent, which
consent may be withheld at Seller's sole discretion.  If Purchaser records
this Contract or any other memorandum or evidence thereof, Purchaser shall be in
default of its obligations under this Contract.  Purchaser hereby appoints
Seller as Purchaser's attorney-in-fact to prepare and record any documents
necessary to effect the nullification and release of the Contract or other
memorandum or evidence thereof from the public records.  This appointment
shall be coupled with an interest and irrevocable.

13.22     
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.

13.23     
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.

13.24     
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.

13.25     
Survival.

 
Except for (a) all of the provisions of this Article XIII (other than Section
13.18); (b) Sections 2.3,
3.3, 3.4, 3.5,
3.6, 4.5.5, 4.5.6, 4.7,
5.4, 5.5, 6.1 (subject, however, to the provisions of
Section 6.3) 6.2, 6.3,
6.5, 7.4, 7.5,
9.1, 10.2and 11.3; (c) any other
provisions in this Contract, that by their express terms survive the termination
of this Contract or the Closing; and (d) any payment or indemnity obligation of
Purchaser under this Contract (the foregoing (a), (b), (c) and (d) referred to
herein as the "Survival Provisions"), none of the terms and provisions of
this Contract shall survive the termination of this Contract, and if the
Contract is not so terminated, all of the terms and provisions of this Contract
(other than the Survival Provisions, which shall survive the Closing) shall be
merged into the Closing documents and shall not survive Closing.

13.26     
Multiple Purchasers.

 
As used in this Contract, the term "Purchaser" includes 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.  

13.27     
WAIVER OF JURY TRIAL.

 
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS CONTRACT.

Article
XIV
LEAD–BASED PAINT DISCLOSURE

14.1         
Disclosure.

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

 [Remainder of Page Intentionally Left Blank]

 




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

 

Seller:

 

WOOD
CREEK CPGF 22, L.P., a Delaware limited partnership

 

By: 
CPGF 22 WOOD CREEK GP, L.L.C., a South Carolina limited liability company, its
general partner

 

By: 
CENTURY PROPERTIES GROWTH FUND XXII, LP, a Delaware limited partnership, its
member

 

By: 
FOX PARTNERS IV, a California general partnership, its general partner

 

By: 
FOX CAPITAL MANAGEMENT CORPORATION, a California corporation, its managing
general partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

 

Purchaser:

 

PIVOTAL
FINANCE, LLC, an Arizona limited liability company 

 

By:      
PIVOTAL GROUP, INC., an Arizona corporation, its Manager

 

By: 
/s/F. Francis Najafi

F.
Francis Najafi, President