Exhibit 10.6

PURCHASE AND SALE CONTRACT

 

 

BETWEEN

 

 

 

CENTURY SUN RIVER, LIMITED PARTNERSHIP, 
an Arizona
limited partnership

 

 

 

 

 

AS SELLER

 

 

 

 

AND

 

 

 

 

SIERRA REALTY & MANAGEMENT, LLC, 
an Illinois
limited liability company

 

 

 

AS PURCHASER

 

 

SUNRIVER
VILLAGE




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
	
3

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
4

	
 
	
3.6
	
Property
Contracts
	
5

	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
 
	
4.8
	
Housing
Assistance Program Vouchers
	
8

	
ARTICLE
V
	
CLOSING
	
9

	
 
	
5.1
	
Closing
Date
	
9

	
 
	
5.2
	
Seller
Closing Deliveries
	
9

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
10

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
10

	
 
	
5.5
	
Post
Closing Adjustments
	
14

	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER
	
 

	
 
	
PURCHASER
	
14

	
 
	
6.1
	
Seller’s
Representations
	
14

	
 
	
6.2
	
AS-IS
	
15

	
 
	
6.3
	
Survival
of Seller’s Representations
	
16

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
17

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
17

	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
18

	
 
	
7.1
	
Leases
and Property Contracts
	
18

	
 
	
7.2
	
General
Operation of Property
	
18

	
 
	
7.3
	
Liens
	
19

					





	
ARTICLE VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
19

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
19

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
20

	
ARTICLE
IX
	
BROKERAGE
	
21

	
 
	
9.1
	
Indemnity
	
21

	
 
	
9.2
	
Broker
Commission
	
21

	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
21

	
 
	
10.1
	
Purchaser
Default
	
21

	
 
	
10.2
	
Seller
Default
	
22

	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
23

	
 
	
11.1
	
Major
Damage
	
23

	
 
	
11.2
	
Minor
Damage
	
23

	
 
	
11.3
	
Closing
	
23

	
 
	
11.4
	
Repairs
	
23

	
ARTICLE
XII
	
EMINENT
DOMAIN
	
24

	
 
	
12.1
	
Eminent
Domain
	
24

	
ARTICLE
XIII
	
MISCELLANEOUS
	
24

	
 
	
13.1
	
Binding
Effect of Contract
	
24

	
 
	
13.2
	
Exhibits
and Schedules
	
24

	
 
	
13.3
	
Assignability
	
24

	
 
	
13.4
	
Captions
	
24

	
 
	
13.5
	
Number
and Gender of Words
	
24

	
 
	
13.6
	
Notices
	
25

	
 
	
13.7
	
Governing
Law and Venue
	
27

	
 
	
13.8
	
Entire
Agreement
	
27

	
 
	
13.9
	
Amendments
	
27

	
 
	
13.10
	
Severability
	
27

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
27

	
 
	
13.12
	
Construction
	
27

	
 
	
13.13
	
Confidentiality
	
28

	
 
	
13.14
	
Time
of the Essence
	
28

	
 
	
13.15
	
Waiver
	
28

	
 
	
13.16
	
Attorneys
Fees
	
28

	
 
	
13.17
	
Time
Zone/Time Periods
	
28

	
 
	
13.18
	
1031
Exchange
	
28

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
or Purchaser’s Partners
	
29

	
 
	
13.20
	
No
Exclusive Negotiations
	
29

	
 
	
13.21
	
ADA
Disclosure
	
29

	
 
	
13.22
	
No
Recording
	
29

	
 
	
13.23
	
Relationship
of Parties
	
30

	
 
	
13.24
	
[Intentionally
Omitted]
	
30

	
 
	
13.25
	
AIMCO
Marks
	
30

	
 
	
13.26
	
Non-Solicitation
of Employees
	
30

	
 
	
13.27
	
Survival
	
30

	
 
	
13.28
	
Multiple
Purchasers
	
30

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
30

	
 
	
14.1
	
Disclosure
	
30

					


 

 

Exhibit
A - Legal Description For the Sun River Village
Apartments............................................... A-1

Exhibit
B - Form of Special Warranty
Deed...................................................................................
B-1

Exhibit
C - Form of Bill of
Sale......................................................................................................
C-1

Exhibit
D - General Assignment and
Assumption............................................................................
D-1

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

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

Exhibit
G - Tenant
Notification.......................................................................................................
G-1

Exhibit
H - Lead-Based Paint
Disclosure.......................................................................................
H-1

Schedule
1 - Defined
Terms................................................................................................
Schedule 1

Schedule
1.1.19 - List of Excluded
Permits.................................................................
Schedule 1.1.19

Schedule
1.1.23 - List of Excluded Fixtures and Tangible Personal
Property................ Schedule 1.1.23

Schedule
3.5 - List of
Materials........................................................................................
Schedule 3.5

 




PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 23rd day of February, 2009 (the “Effective
Date”), by and between CENTURY SUN RIVER, LIMITED PARTNERSHIP, an
Arizona limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and SIERRA
REALTY & MANAGEMENT, LLC, an Illinois limited liability company, having a
principal address at 21001 North Tatum Boulevard, Suite 1630-431, Phoenix,
Arizona 85050 (“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 Sun River Village.

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

ARTICLE
I
DEFINED
TERMS

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

ARTICLE
II
PURCHASE AND SALE, PURCHASE PRICE
& DEPOSIT

2.1.           
Purchase and Sale.

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

2.2.           
Purchase Price and Deposit.

 
The total purchase price (“Purchase Price”) for the Property shall
be an amount equal to $19,200,000.00, payable by Purchaser, as follows:

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


2.2.2.      On or
before the day that the Feasibility Period expires, Purchaser shall deliver to
Escrow Agent an additional deposit (the “Additional Deposit”) of
$250,000.00 by wire transfer of Good Funds.

2.2.3.      The
balance of the Purchase Price for the Property shall be paid to and received by
Escrow Agent by wire transfer of Good Funds no later than 12:00 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 such short-term, high-grade securities, interest-bearing
bank accounts, money market funds or accounts, bank certificates of deposit or
bank repurchase contracts as Escrow Agent, in its discretion, deems suitable,
and all interest and income thereon shall become part of the Deposit and shall
be remitted to the party entitled to the Deposit pursuant to this
Contract.

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

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

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

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

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

ARTICLE
III
FEASIBILITY PERIOD

3.1.           
Feasibility Period.

 
Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants
under the Leases, from the Effective Date to and including the date which is 30
days after the Effective Date (the “Feasibility Period”),
Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and
employees (collectively, “Consultants”) shall, at no cost or
expense to Seller, have the right from time to time to enter onto the Property
to conduct and make any and all customary studies, tests, examinations,
inquiries, inspections and investigations  of or concerning the Property,
review the Materials and otherwise confirm any and all matters which Purchaser
may reasonably desire to confirm with respect to the Property and Purchaser’s
intended use thereof (collectively, the “Inspections”).

3.2.           
Expiration of Feasibility Period.

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

3.3.           
Conduct of Investigation.

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

3.4.           
Purchaser Indemnification.

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

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

3.5.           
Property Materials.

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

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

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

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

3.6.           
Property Contracts.

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

ARTICLE
IV
TITLE

4.1.           
Title Documents.

 
Within 10 days after the Effective Date, Seller shall cause to be delivered to
Purchaser a standard form commitment or preliminary title report (“Title
Commitment”) to provide an American Land Title Association owner’s title
insurance policy for the Property, using the current policy jacket customarily
provided by the Title Insurer, in an amount equal to the Purchase Price with
extended coverage (the “Title Policy”), together with copies of
all instruments identified as exceptions therein (together with the Title
Commitment, referred to herein as the “Title Documents”). 
Seller shall be responsible only for payment of the basic premium and charges
for the Title Policy and all search and examination fees related thereto. 
Purchaser shall be solely responsible for payment of all endorsements, other
than for extended coverage.  

4.2.           
Survey.

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

4.3.           
Objection and Response Process.

 
On or before the date which is 20 days after the Effective Date (the
“Objection Deadline”), Purchaser or Purchaser’s attorney 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 or
Purchaser’s attorney fails to tender an Objection Notice on or before the
Objection Deadline, Purchaser shall be deemed to have approved and irrevocably
waived any objections to any matters covered by the Title Documents and the
Survey.  On or before 25 days after the Effective Date (the “Response
Deadline”), Seller may, in Seller’s sole discretion, give Purchaser
notice (the “Response Notice”) of those Objections which Seller is
willing to cure, if any.  Seller shall be entitled to reasonable
adjournments of the Closing Date to cure the Objections.  If Seller fails
to deliver a Response Notice by the Response Deadline, Seller shall be deemed to
have elected not to cure or otherwise resolve any matter set forth in the
Objection Notice.  If Purchaser is dissatisfied with the Response Notice or
the lack of Response Notice, Purchaser may, as its exclusive remedy, exercise its right to terminate this
Contract prior to the expiration of the Feasibility Period in accordance with
the provisions of Section 3.2.  If Purchaser fails to timely
exercise such right, Purchaser shall be deemed to accept the Title Documents and
Survey with resolution, if any, of the Objections set forth in the Response
Notice (or if no Response Notice is tendered, without any resolution of the
Objections) and without any reduction or abatement of the Purchase Price.

4.4.           
Permitted Exceptions.

 
The Deed delivered pursuant to this Contract shall be subject to the following,
all of which shall be deemed “Permitted Exceptions”:

4.4.1.      All
matters shown in the Title Documents and the Survey, other than (a) those
Objections, if any, which Seller has agreed to cure pursuant to the Response
Notice under Section 4.3 (or is otherwise required to cure pursuant to
the terms hereof), (b) mechanics’ liens and taxes due and payable with respect
to the period preceding Closing, (c) all standard exceptions, including, without
limitation, the standard exception regarding the rights of parties in
possession, which shall be limited to those parties in possession pursuant to
the Leases as tenants only and without options to purchase, and (d) the standard
exception pertaining to taxes, which shall be limited to taxes and assessments
payable in the year in which the Closing occurs and subsequent taxes and
assessments; 

4.4.2.      All
Leases;

4.4.3.     
Applicable zoning and governmental regulations and ordinances;

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

4.4.5.      The
terms and conditions of this Contract.

4.5.           
Existing Deed of Trust.

 
It is understood and agreed that, whether or not Purchaser gives an Objection
Notice with respect thereto, any deeds of trust and/or mortgages which secure
the Note (collectively, the “Deed of Trust”) shall not be deemed
Permitted Exceptions, whether Purchaser gives further written notice of such or
not, and shall be paid off, satisfied, discharged and/or cured from proceeds of
the Purchase Price at Closing.

4.6.           
Subsequently Disclosed Exceptions.

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

4.7.           
Purchaser Financing.

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

4.8.           
Housing Assistance Program Vouchers.

 Purchaser
recognizes and agrees that the Property is and may become the subject of one or
more Housing Assistance Payment voucher (tenant based) contracts (collectively,
the “HAP Contracts”), which regulate Section 8 payments to the
Property under existing vouchers administered by the local housing authorities
(collectively, the “Housing Authority”). Within 3 calendar days
after the Effective Date, Seller agrees to deliver or make available to
Purchaser as part of the Materials, copies of the HAP Contracts which are in
Seller’s possession or reasonable control (subject to Section
3.5.2).  At Closing, Purchaser either (a) shall assume all obligations
under the HAP Contracts and accept title to the Property subject to the same, or
(b) the existing HAP Contracts shall be terminated, and Purchaser shall enter
into replacement Housing Assistance Payment contracts which are acceptable to
the Housing Authority (either (a) or (b) meaning the “HAP
Assumption”).  No later than 15 days after the Effective Date,
Purchaser, at its sole cost and expense, shall submit all applications,
documents, information, materials, and fees to the Housing Authority, required
in order for the Housing Authority to approve Purchaser’s request for
pre-approval as an entity qualified to assume the HAP Contracts, and shall
diligently proceed using commercially reasonable efforts to obtain such
pre-approval as soon as possible. Purchaser agrees to provide Seller’s
Representative with copies of such applications no later than 5 Business Days
after submittal thereof to the Housing Authority.  Purchaser shall make
such filings with the Housing Authority, deliver such documents, pay such fees
and costs (if any), and pay such reserves, impounds, escrows and other amounts
(if any) post-Closing as required by the Housing Authority with respect to the
HAP Contracts (which may include, but not be limited to, a change in ownership
form, name of the new owner, name of the property manager, evidence that title
to the applicable Property has transferred and an IRS form W-9). From and after
the Effective Date, Seller shall promptly deliver to Purchaser copies of any new
HAP Contracts entered into by Seller after the Effective Date with respect to
the Property, and after expiration of the Feasibility Period, Seller agree not
to enter into any new HAP Contracts with respect to the Property without the
prior written consent of Purchaser (which consent shall not be unreasonably
withheld, delayed or conditioned).  The provisions of this Section
4.8 shall survive Closing, and Purchaser shall accomplish the HAP Assumption
after the Closing and Seller shall have no obligations with respect to such HAP
Assumption; provided, however Seller agrees to reasonably cooperate with
Purchaser to accomplish the HAP Assumption (to the extent necessary) at no out
of pocket cost to Seller.  

ARTICLE V
CLOSING

5.1.           
Closing Date.

 
The Closing shall occur on March 31, 2009, at the time set forth in Section
2.2.3 (the “Closing Date”) through an escrow with Escrow
Agent, whereby Seller, Purchaser and their attorneys need not be physically
present at the Closing and may deliver documents by overnight air courier or
other means.  In the event any condition to Closing set forth in Article
8 below has not been satisfied as of the scheduled Closing Date, the Closing
Date may be extended without penalty at the option of Seller to a date not later
than 45 days following the Closing Date specified in the first sentence of this
paragraph above (or, if applicable, as extended by Seller pursuant to the second
sentence of this paragraph).

5.2.           
Seller Closing Deliveries.

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

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

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

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

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

5.2.5.     
Seller’s closing statement.

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

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

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

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

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

5.2.11.  A countersigned counterpart to
the Property Value Affidavit (as defined in Section 5.3.10 below).

5.3.           
Purchaser Closing Deliveries.

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

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

5.3.2.      A
title affidavit or an indemnity form (pertaining to Purchaser’s activity on the
Property prior to Closing), reasonably acceptable to Purchaser, which is
sufficient to enable Title Insurer to delete the standard pre-printed exceptions
to the title insurance policy to be issued pursuant to the Title
Commitment.

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

5.3.4.     
Purchaser’s closing statement.

5.3.5.      A
countersigned counterpart of the General Assignment.

5.3.6.      A
countersigned counterpart of the Leases Assignment.

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

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

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

5.3.10.  An Affidavit of Property Value
prepared in accordance with applicable Arizona law and listing an allocation of
not more than 10% of the Purchase Price to “personal property” (the
“Property Value Affidavit”).

5.4.           
Closing Prorations and Adjustments.

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

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

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

5.4.4.     
Real Estate Taxes.  Any real estate ad valorem or similar
taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the calendar year of Closing, shall
be prorated to the date of Closing, based upon actual days involved.  The
proration of real property taxes or installments of assessments shall be based
upon the assessed valuation and tax rate figures (assuming payment at the
earliest time to allow for the maximum possible discount) for the year in which
the Closing occurs to the extent the same are available; provided, however, that
in the event that actual figures (whether for the assessed value of the Property
or for the tax rate) for the year of Closing are not available at the Closing
Date, the proration shall be made using 105% of the 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,
except as set forth in Section 5.4.12.  

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

5.4.6.     
Leases.

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

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

5.4.7.     
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to the Closing Date, after which time the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own
insurance thereafter.

5.4.8.     
Employees.  All of Seller’s and Seller’s manager’s on-site
employees shall have their employment at the Property terminated as of the
Closing Date.

5.4.9.     
Closing Costs.  Purchaser shall pay any premiums or fees
required to be paid by Purchaser with respect to the Title Policy pursuant to
Section 4.1, and one-half of the customary closing costs of the Escrow
Agent.  Seller shall pay the base premium for the Title Policy to the
extent required by Section 4.1, one-half of the customary closing costs
of the Escrow Agent, and the cost of recording any instruments required to
discharge any liens or encumbrances against the Property.  

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

5.4.11.  Possession. 
Possession of the Property, subject to the Leases, Property Contracts, other
than Terminated Contracts, and Permitted Exceptions, shall be delivered to
Purchaser at the Closing upon release from escrow of all items to be delivered
by Purchaser pursuant to Section 5.3.  To the extent reasonably
available to Seller, originals or copies of the Leases and Property Contracts,
lease files, warranties, guaranties, operating manuals, keys to the property,
and Seller’s books and records (other than proprietary information)
(collectively, “Seller’s Property-Related Files and Records”)
regarding the Property shall be made available to Purchaser at the Property
after the Closing.  Purchaser agrees, for a period of not less than 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. 


5.4.12.  Tax Appeals. 
Seller represents and warrants to Purchaser that Seller has no appeal (the
“Appeal”) currently pending with respect to real estate ad valorem
or other similar property taxes applicable to the Property (the “Property
Taxes”).  Om the event Seller files an Appeal from and after
the date hereof, the following provisions shall apply:

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

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

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

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

5.4.12.3         
For purposes of this Section 5.4.12, “Tax
Year” shall mean each 12-month period for which the applicable taxing
authority assesses Property Taxes, which may or may not be a calendar
year.

5.5.           
Post Closing Adjustments.

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

ARTICLE
VI
REPRESENTATIONS AND WARRANTIES OF SELLER
AND PURCHASER

6.1.           
Seller’s Representations.

 
Except, in all cases (other than with respect to the matters described in
Sections 6.1.1 and 6.1.2), for any fact, information or condition
disclosed in the Title Documents, the Permitted Exceptions, the Property
Contracts, or the Materials, or which is otherwise known by Purchaser prior to
the Closing, Seller represents and warrants to Purchaser the following
(collectively, the “Seller’s Representations”) as of the Effective
Date and as of the Closing Date; provided that Purchaser’s
remedies if any such Seller’s Representations are untrue as of the Closing Date
are limited to those set forth in Section 8.1:

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

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

6.1.3.      Except
for (a) any actions by Seller to evict Tenants under the Leases, all of which
that are pending as of 5 days prior to the Effective Date shall be listed on a
schedule delivered to Purchaser as part of the Materials (which such schedule
shall be updated and delivered to Purchaser not more than 5 days prior to
Closing), and (b) any matter covered by Seller’s current insurance policy(ies),
all of which that are pending as of 5 days prior to the Effective Date shall be
listed on a schedule delivered to Purchaser as part of the Materials (which such
schedule shall be updated and delivered to Purchaser not more than 5 days prior
to Closing), to Seller’s knowledge, there are no material actions, proceedings,
litigation or governmental investigations or condemnation actions either pending
or threatened against the Property, which will adversely impact Seller’s ability
to convey the Property;

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

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

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

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

6.2.           
AS-IS.

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

6.3.           
Survival of Seller’s Representations.

 
Seller and Purchaser agree that Seller’s Representations shall survive Closing
for a period of 6 months (the “Survival Period”).  Seller
shall have no liability after the Survival Period with respect to Seller’s
Representations contained herein except to the extent that Purchaser has
requested arbitration against Seller during the Survival Period for breach of
any of Seller’s Representations.  Under no circumstances shall Seller be liable to Purchaser for more than $150,000 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, the Community Manager and the
Assistant 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, Community Manager or Assistant 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, Community Manager or
Assistant Community Manager any individual personal liability.

6.5.           
Representations and Warranties of Purchaser.

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

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

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

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

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

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

6.5.6.     
Purchaser is not a Prohibited Person.

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

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

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

ARTICLE
VII
OPERATION OF THE PROPERTY

7.1.           
Leases and Property Contracts.

 
During the period of time from the Effective Date to the Closing Date, in the
ordinary course of business Seller may enter into new Property Contracts, new
Leases, renew existing Leases or modify, terminate or accept the surrender or
forfeiture of any of the Leases, modify any Property Contracts, or institute and
prosecute any available remedies for default under any Lease or Property
Contract without first obtaining the written consent of Purchaser; provided,
however, Seller agrees that, without the prior written consent of Purchaser,
which consent shall not be unreasonably withheld, conditioned or delayed, (a)
any such new Property Contracts shall be terminable on 30-days notice and shall
not have a term in excess of 1 year, and (b) any new or renewed Leases shall not
have a term in excess of 1 year.  After the  expiration of the
Feasibility Period, if Seller shall enter into a new permitted Property Contract
or a new Lease, or shall renew, modify, terminate or accept the surrender of any
Lease, or modify any Property Contract during such time period, Seller shall
provide Purchaser with written notice of such event and a copy of any new Lease
or new Property Contract, or any modification of any Lease or Property Contract,
within 5 Business Days after executing same.

7.2.           
General Operation of Property.

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

7.3.           
Liens.

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

ARTICLE
VIII
CONDITIONS PRECEDENT TO
CLOSING

8.1.           
Purchaser’s Conditions to Closing.

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

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

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

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

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

8.1.5.      The
Housing Authority has not rejected Purchaser’s application for the HAP
Assumption.

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

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser’s
obligation to Close except as expressly set forth in this Section
8.1.  If any condition set forth in Sections 8.1.1, 8.1.3, 8.1.4 or
8.1.6 is not met, Purchaser may (a) waive any of the foregoing conditions
and proceed to Closing on the Closing Date with no offset or deduction from the
Purchase Price, or (b) if such failure constitutes a default by Seller, exercise
any of its remedies pursuant to Section 10.2.  If the condition set
forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser
may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election
to terminate this Contract and receive a return of the Deposit from the Escrow
Agent, or (ii) waive such condition and proceed to Closing on the Closing Date
with no offset or deduction from the Purchase Price.  If the condition set
forth in Section 8.1.5 is not met on or before the Closing Date (as
extended pursuant to Section 5.1), then this Contract shall terminate
and, if Purchaser is not in default of its obligations hereunder, including,
without limitation, its obligations under Section 4.8, the Deposit shall
be returned to Purchaser.

8.2.           
Seller’s Conditions to Closing.

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

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

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

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

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

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

8.2.6.      The
Housing Authority has not rejected Purchaser’s application for the HAP
Assumption.

If
any of the foregoing conditions (except Section 8.2.6) to Seller’s
obligation to close with respect to conveyance of the Property under this
Contract are not met, Seller may (a) waive any of the foregoing conditions and
proceed to Closing on the Closing Date, or (b) terminate this Contract, and, if
such failure constitutes a default by Purchaser, exercise any of its remedies
under Section 10.1.  If Seller terminates this Contract because of
the failure of the condition set forth in Section 8.2.4, then Seller
shall pay to Purchaser $25,000.00 as liquidated damages (which amount shall be
Purchaser’s sole and exclusive recoverable amount for the failure of the
condition set forth in Section 8.2.4 to occur).  If the condition
set forth in Section 8.2.6 is not met on or before the Closing Date (as
extended pursuant to Section 5.1), then this Contract shall terminate and, if Purchaser is not in default of its
obligations hereunder, including, without limitation, its obligations under
Section 4.8, the Deposit shall be returned to Purchaser.  

ARTICLE
IX
BROKERAGE

9.1.           
Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with Cushman
& Wakefield of Arizona, Inc., 2555 East Camelback Road, Suite 300, Phoenix,
Arizona 85016 (“Broker”) in connection with this Contract and
Seller shall pay to Broker all fees and commissions arising from or attributable
to the transactions contemplated hereby.  Seller and Purchaser each
represents and warrants to the other that, other than Broker, it has not dealt
with or utilized the services of any other real estate broker, sales person or
finder in connection with this Contract, and each party agrees to indemnify,
hold harmless, and, if requested in the sole and absolute discretion of the
indemnitee, defend (with counsel approved by the indemnitee) the other party
from and against all Losses relating to brokerage commissions and finder’s fees
arising from or attributable to the acts or omissions of the indemnifying
party.  

9.2.           
Broker Commission.

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

ARTICLE
X
DEFAULTS AND REMEDIES

10.1.       
Purchaser Default.

 
If Purchaser defaults in its obligations hereunder to (a) deliver the Initial
Deposit or Additional Deposit (or any other deposit or payment required of
Purchaser hereunder), (b) deliver to Seller the deliveries specified under
Section 5.3 on the date required thereunder, or (c) deliver the Purchase
Price at the time required by Section 2.2.3 and close on the purchase of
the Property on the Closing Date, then, immediately and without the right to
receive notice or to cure pursuant to Section 2.3.3, Purchaser shall
forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller,
and neither party shall be obligated to proceed with the purchase and sale of
the Property.  If, Purchaser defaults in any of its other representations,
warranties or obligations under this Contract, and such default continues for
more than 10 days after written notice from Seller, then, subject 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.  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 obligations hereunder.  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
OBLIGATIONS HEREUNDER.  SELLER AND PURCHASER FURTHER AGREE THAT THIS
SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY
AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A
BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY
AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

10.2.       
Seller Default.

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

ARTICLE XI
RISK OF LOSS OR
CASUALTY

11.1.       
Major Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the “Repairs”) is
more than $1,000,000.00, then Seller shall have no obligation to make such
Repairs and shall notify Purchaser in writing of such damage or destruction (the
“Damage Notice”).  Within 10 days after Purchaser’s receipt
of the Damage Notice, Purchaser may elect at its option to terminate this
Contract by delivering written notice to Seller in which event the Deposit shall
be refunded to Purchaser.  In the event Purchaser fails to terminate this
Contract within the foregoing 10-day period, this transaction shall be closed in
accordance with Section 11.3 below.

11.2.       
Minor Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to the Closing, and the cost of Repairs is equal to or less than
$1,000,000.00, then this transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In such event,
Seller may at its election endeavor to make such Repairs to the extent of any
recovery from insurance carried on the Property, if such Repairs can be
reasonably effected before the Closing.  Regardless of Seller’s election to
commence such Repairs, or Seller’s ability to complete such Repairs prior to
Closing, this transaction shall be closed in accordance with
Section 11.3 below.

11.3.       
Closing.

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

11.4.       
Repairs.

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

ARTICLE XII
EMINENT
DOMAIN

12.1.       
Eminent Domain.

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

ARTICLE
XIII
MISCELLANEOUS

13.1.       
Binding Effect of Contract.

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

13.2.       
Exhibits and Schedules.

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

13.3.       
Assignability.

 
Except to the extent required to comply with the provisions of Section
13.18 related to a 1031 Exchange, this Contract is not assignable by
Purchaser without first obtaining the prior written approval of Seller. 
Notwithstanding the foregoing, Purchaser may assign this Contract, without first
obtaining the prior written approval of Seller, to another entity so long as (a)
the assignee is a limited liability company that will be managed by Matthew
Okmin and Dale Scheck or by an entity controlled by Matthew Okmin and Dale
Scheck, (b) Purchaser is not released from its liability hereunder, and (c)
Purchaser provides written notice to Seller of any proposed assignment no later
than (1) the expiration of the Feasibility Period or (2) 5 days prior to the
Closing Date, whichever occurs first.  As used herein, an affiliate is a
person or entity controlled by, under common control with, or controlling
another person or entity.

13.4.       
Captions.

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

13.5.       
Number and Gender of Words.

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

13.6.       
Notices.

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

To
Purchaser:

Sierra Realty & Management
Company
           
c/o Matthew
Okmin
           
21001 North Tatum Boulevard, Suite
1630-431
           
Phoenix, Arizona
85050
           
Attention:          Matthew
Okmin
           
Telephone:       
847-650-4821
           
Facsimile:        
None
           
Email:              
matthewokmin@yahoo.com

with
a copy to:

Becker Gurian
513 Central Avenue, Suite 400
Highland Park,
Illinois
60035
Attention:          Beth
A. Sansiper, Esq.
Telephone:       
847-433-2442
Facsimile:        
847-433-2025
Email:              
beth@beckergurian.com

To
Seller:

Century
Sun River, Limited Partnership

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:

 

Century
Sun River, Limited Partnership

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
        Mr. Harry Alcock

Telephone: 
      303-691-4344

Facsimile: 
       303-300-3282

Email:              
harry.alcock@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:

 

Cushman & Wakefield of Arizona, Inc.
2555 East Camelback Road,
Suite 300
Phoenix, Arizona 85016
Attention: 
        Jim Crews

Telephone:        602-229-5992

Facsimile: 
       602-229-5986

Email:              
jim.crews@cushwake.com

 

and
a copy to:

 

Ballard
Spahr Andrews & Ingersoll, LLP

1225
17th Street, Suite 2300

Denver,
Colorado  80202

Attention: 
        Beverly J. Quail and Joseph E.
Lubinski

Telephone:
       303-292-2400

Facsimile: 
       303-296-3956

Email:              
quail@ballardspahr.com and lubinskij@ballardspahr.com

 

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

First American Title Insurance Company of New York
633 Third
Avenue
New York, New York 10017
Attention:
         Linda J.
Isaacson
Telephone:       
212-850-0664
Facsimile:        
212-331-1467
Email:              
lisaacson@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.  Subject to
Section 13.24, all claims, disputes and other matters in question arising
out of or relating to this Contract, or the breach thereof, shall be decided by
proceedings instituted and litigated in a court of competent jurisdiction in the
state in which the Property is situated, and the parties hereto expressly
consent to the venue and jurisdiction of such court.

13.8.       
Entire Agreement.

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

13.9.       
Amendments.

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

13.10.   
Severability.

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

13.11.    Multiple
Counterparts/Facsimile Signatures.

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

13.12.   
Construction.

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

13.13.   
Confidentiality.

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

13.14.    Time of the
Essence.

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

13.15.   
Waiver.

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

13.16.    Attorneys
Fees.

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

13.17.    Time
Zone/Time Periods.

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

13.18.    1031
Exchange.

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

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

 
Purchaser acknowledges that this Contract is entered into by Seller which is an
Arizona limited partnership, and Purchaser agrees that none of Seller’s
Indemnified Parties shall have any personal liability under this Contract or any
document executed in connection with the transactions contemplated by this
Contract.  Seller acknowledges that this Contract is entered into by
Purchaser which is an Illinois limited liability company, and Seller agrees that
none of Purchaser’s managers or members shall have any personal liability under
this Contract or any document executed in connection with the transactions
contemplated by this Contract.

13.20.    No
Exclusive Negotiations.

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

13.21.    ADA
Disclosure.

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

13.22.    No
Recording.

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

13.23.   
Relationship of Parties.

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

13.24.    [Intentionally
Omitted]

13.25.    AIMCO
Marks.

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

13.26.   
Non-Solicitation of Employees.

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

13.27.   
Survival.

 
Except for (a) all of the provisions of this Article XIII (other than
Sections 13.18 and 13.20); (b) Sections 2.3, 3.3, 3.4, 3.5, 4.8, 5.4,
5.5, 6.1, 6.2, 6.5, 9.1, 11.4, and 14.1; (c) any other provisions in this
Contract, that by their express terms survive the termination or Closing; and
(d) any payment obligation of Purchaser under this Contract (the foregoing (a),
(b), (c) and (d) referred to herein as the “Survival Provisions”),
none of the terms and provisions of this Contract shall survive the termination
of this Contract, and if the Contract is not so terminated, all of the terms and
provisions of this Contract (other than the Survival Provisions, which shall
survive the Closing) shall be merged into the Closing documents and shall not
survive Closing. 

13.28.    Multiple
Purchasers.

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

ARTICLE
XIV
LEAD–BASED PAINT DISCLOSURE

14.1.       
Disclosure.

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

[Remainder of Page Intentionally Left
Blank]


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

Seller:

 

CENTURY SUN RIVER, LIMITED PARTNERSHIP, 

an
Arizona limited partnership

 

By:      
CPF XIV/Sun River, Inc.

           
an Arizona corporation,

           
Its General Partner

 

 

           
By: /s/Brian J. Bornhorst_________________ 

           
Name: Brian J. Bornhorst________________ 

           
Title: Vice President____________________ 

 

 

 

Purchaser:

 

 

SIERRA
REALTY & MANAGEMENT, LLC,

an
Illinois limited liability company

 

By:
/s/Dale Scheck___________________________ 

Name:
Dale Scheck__________________________ 

Title:
Manager_______________________________