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PURCHASE AND SALE CONTRACT

Limited Partnership Agreement

PURCHASE AND SALE CONTRACT | Document Parties: SHELTER PROPERTIES III LIMITED PARTNERSHIP, | SPARTANBURG-OXFORD LIMITED PARTNERSHIP, | DAVIDSON INCOME REAL ESTATE, L.P., | PELHAM PLACE L.P., | GREENVILLE-OXFORD ASSOCIATES LIMITED PARTNERSHIP, | WINDRIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP | LONG CREEK-OXFORD ASSOCIATES LIMITED PARTNERSHIP, | MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP, | TREESLOPE APARTMENTS, A LIMITED PARTNERSHIP, You are currently viewing:
This Limited Partnership Agreement involves

SHELTER PROPERTIES III LIMITED PARTNERSHIP, | SPARTANBURG-OXFORD LIMITED PARTNERSHIP, | DAVIDSON INCOME REAL ESTATE, L.P., | PELHAM PLACE L.P., | GREENVILLE-OXFORD ASSOCIATES LIMITED PARTNERSHIP, | WINDRIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP | LONG CREEK-OXFORD ASSOCIATES LIMITED PARTNERSHIP, | MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP, | TREESLOPE APARTMENTS, A LIMITED PARTNERSHIP,

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Title: PURCHASE AND SALE CONTRACT
Date: 5/30/2007
Law Firm: Brownstein Hyatt    

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10 (i)(d)

 

PURCHASE AND SALE CONTRACT


AMONG


SHELTER PROPERTIES III LIMITED PARTNERSHIP,

a South Carolina limited partnership,


SPARTANBURG-OXFORD LIMITED PARTNERSHIP,

a Maryland limited partnership,


DAVIDSON INCOME REAL ESTATE, L.P.,

a Delaware limited partnership,


PELHAM PLACE L.P.,

a Southern Carolina limited partnership,


GREENVILLE-OXFORD ASSOCIATES LIMITED PARTNERSHIP,

a Maryland limited partnership,


WINDRIDGE-OXFORD ASSOCIATES LIMITED PARTNERSHIP,

a Maryland limited partnership,


SHELTER PROPERTIES I LIMITED PARTNERSHIP,

a South Carolina limited partnership,


LONG CREEK-OXFORD ASSOCIATES LIMITED PARTNERSHIP,

a Maryland limited partnership,


MONROE-OXFORD ASSOCIATES LIMITED PARTNERSHIP,

a Maryland limited partnership,


and


TREESLOPE APARTMENTS, A LIMITED PARTNERSHIP,

a South Carolina limited partnership,


AS SELLERS


AND


NORTHVIEW REALTY GROUP, INC.,


a Canadian Corporation


AS PURCHASER






TABLE OF CONTENTS


                                                                                                                                                                                                    PAGE


ARTICLE I

DEFINED TERMS

1

ARTICLE II

PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

9

2.1

Purchase and Sale

9

2.2

Purchase Price and Deposit

9

2.3

Escrow Provisions Regarding Deposit

10

ARTICLE III

FEASIBILITY PERIOD

11

3.1

Feasibility Period

11

3.2

Expiration of Feasibility Period

11

3.3

Conduct of Investigation

12

3.4

Purchaser Indemnification

12

3.5

Property Materials

13

3.6

Property Contracts

14

ARTICLE IV

TITLE

15

4.1

Title Documents

15

4.2

Survey

15

4.3

Objection and Response Process

16

4.4

Permitted Exceptions

16

4.5

Existing Deed of Trust/Purchaser Financing

17

4.6

Intentionally Omitted

17

4.7

HUD Approval; HAP Approval; HAP Voucher Approval

17

ARTICLE V

CLOSING

25

5.1

Closing Date

25

5.2

Seller Closing Deliveries

25

5.3

Purchaser Closing Deliveries

27

5.4

Closing Prorations and Adjustments

28

5.5

Post Closing Adjustments

33

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

33

6.1

Seller's Representations

33

6.2

AS-IS

34

6.3

Survival of Seller's Representations

35

6.4

Definition of Seller's Knowledge

36

6.5

Representations And Warranties Of Purchaser

36

ARTICLE VII

OPERATION OF THE PROPERTIES

37

7.1

Leases and Property Contracts

37

7.2

General Operation of Property

38

7.3

Liens

38

7.4

Pre-Closing Improvements

38

ARTICLE VIII

CONDITIONS PRECEDENT TO CLOSING

38

8.1

Purchaser's Conditions to Closing

38

8.2

Sellers' Conditions to Closing

39

ARTICLE IX

BROKERAGE

40

9.1

Indemnity

40

9.2

[Intentionally left blank]

41

9.3

[Intentionally left blank]

41

ARTICLE X

DEFAULTS AND REMEDIES

41

10.1

Purchaser Default

41

10.2

Seller Default

41

ARTICLE XI

RISK OF LOSS OR CASUALTY

42

11.1

Major Damage

42

11.2

Minor Damage

43

11.3

Repairs

43

ARTICLE XII

EMINENT DOMAIN

44

12.1

Eminent Domain

44

ARTICLE XIII

MISCELLANEOUS

44

13.1

Binding Effect of Contract

44

13.2

Exhibits And Schedules

44

13.3

Assignability

44

13.4

Binding Effect

45

13.5

Captions

45

13.6

Number And Gender Of Words

45

13.7

Notices

45

13.8

Governing Law And Venue

47

13.9

Entire Agreement

47

13.10

Amendments

47

13.11

Severability

47

13.12

Multiple Counterparts/Facsimile Signatures

47

13.13

Construction

47

13.14

Confidentiality

48

13.15

Time Of The Essence

48

13.16

Waiver

48

13.17

Attorneys Fees

48

13.18

Time Periods

48

13.19

1031 Exchange

48

13.20

No Personal Liability of Officers, Trustees or Directors of Seller's Partners

49

13.21

No Exclusive Negotiations

49

13.22

ADA Disclosure

49

13.23

No Recording

50

13.24

Relationship of Parties

50

13.25

Dispute Resolution

50

13.26

AIMCO Marks

50

13.27

Non-Solicitation of Employees

51

13.28

Survival

51

13.29

Multiple Purchasers

51

13.30

Sellers' Several Obligations

51

13.31

Obligation to Close on all Properties

52

ARTICLE XIV

LEAD–BASED PAINT DISCLOSURE

52

14.1

Disclosure

52

14.2

Consent Agreement – Pre-1978 Certified

52







PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (this " Contract ") is entered into as of the 23 rd day of May, 2007 (the " Effective Date "), by the selling parties identified on Schedule A (the " Seller Information Schedule ") having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a " Seller " and collectively " Sellers "), and NORTHVIEW REALTY GROUP, INC ., a Canadian corporation, having a principal address at 550 Sherbrooke, Suite 1480, Montreal, QC, Canada H3A 1B9 (" Purchaser ").

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

RECITALS

A.

Each Seller owns the real estate commonly known as and identified by the "Community Name" listed on the Seller Information Schedule and as more particularly described in Exhibits A-1 to A-11 attached hereto and made a part hereof, and the improvements thereon.

B.

Purchaser desires to purchase, and each Seller desires to sell, the land, improvements and certain associated property described in this Contract on the terms and conditions set forth below.

ARTICLE I
DEFINED TERMS

1.1

Unless otherwise defined herein, any term with its initial letter capitalized in this Contract shall have the meaning set forth in this ARTICLE 1 .

1.1.1

" ADA " shall have the meaning set forth in Section 13.22 .

1.1.2

" Additional Deposit " shall have the meaning set forth in Section 2.2.2 .

1.1.3

" AIMCO " means Apartment Investment and Management Company.

1.1.4

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

1.1.5

" Applicable Share " means a fraction, the numerator of which is the Property's Purchase Price set forth on the Seller Information Schedule, and the denominator of which is the aggregate of all Purchase Prices.

1.1.6

" Assignment of HAP Contract " shall have the meaning set forth in Section 5.2.11.

1.1.7

[Intentionally left blank]

1.1.8

[Intentionally left blank]

1.1.9

[Intentionally left blank]

1.1.10

[Intentionally left blank]

1.1.11

[Intentionally left blank]

1.1.12

" Broker " shall have the meaning set forth in Section 9.1 .

1.1.13

" Business Day " means any day other than a Saturday or Sunday or Federal holiday or legal holiday in the States of Colorado, Texas, South Carolina or North Carolina.

1.1.14

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

1.1.15

" Closing Date " means the date on which date the Closing of the conveyance of the Properties is required to be held pursuant to Section 5.1 .

1.1.16

" Code " shall have the meaning set forth in Section 2.3.6 .

1.1.17

" Consent Agreement " shall have the meaning set forth in Section 14.2 .

1.1.18

" Consultants " shall have the meaning set forth in Section 3.1 .

1.1.19

" Damage Notice " shall have the meaning set forth in Section 11.1 .

1.1.20

" Deed " shall have the meaning set forth in Section 5.2.1 .

1.1.21

" Deed of Trust " means any deeds of trust and/or mortgages which secure a Note against a Payoff Property.

1.1.22

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

1.1.23

" Escrow Agent " shall have the meaning set forth in Section 2.2.1 .

1.1.24

" Excluded Permits " means, with respect to each Property, those Permits which, under applicable law, are nontransferable and such other Permits, if any, as may be designated as Excluded Permits on the Seller Information Schedule.

1.1.25

" Existing Survey " shall have the meaning set forth in Section 4.2 .

1.1.26

" Feasibility Period " shall have the meaning set forth in Section 3.1 .

1.1.27

" FHA " shall have the meaning set forth in Section 13.22 .

1.1.28

" Final Response Deadline " shall have the meaning set forth in Section 4.3 .

1.1.29

" Fixtures and Tangible Personal Property " means, with respect to each Property, all fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible personal property located on such Property as of the Effective Date and used or usable in connection with the occupation or operation of all or any part of such Property, but only to the extent transferable.  The term "Fixtures and Tangible Personal Property" does not include (a) equipment leased by the applicable Seller and the interest of the applicable Seller in any equipment provided to its Property for use, but not owned or leased by such Seller, or (b) property owned or leased by any Tenant or guest, employee or other person furnishing goods or services to such Property, or (c) property and equipment owned by the applicable Seller, which in the ordinary course of business of such Property is not used exclusively for the business, operation or management of such Property, or (d) the property and equipment, if any, expressly identified in Schedule 1.1.29 or listed on the Seller Information Schedule as "Excluded FF&E."

1.1.30

" General Assignment " shall have the meaning set forth in Section 5.2.3 .

1.1.31

" Good Funds " shall have the meaning set forth in Section 2.2.1 .

1.1.32

" HAP Assumption " shall have the meaning set forth in Section 4.7.4.1 .

1.1.33

" HAP Contract " shall mean any Housing Assistance Payments Contract by which rent subsidies under Section 8 of the United States Housing Act of 1937, as amended, are provided to the Property, as such contract may be amended from time to time.

1.1.34

" HAP Properties " means Riverwinds at St. Andrews and West Winds.

1.1.35

" HAP Sellers " means the Riverwinds at St. Andrews Seller and the West Winds Seller.

1.1.36

" HAP Voucher Approval " shall have the meaning set forth in Section  4.7.14.1 .

1.1.37

" HAP Voucher Assumption " shall have the meaning set forth in Section 4.7.4.2 .

1.1.38

" HAP Voucher Assumption Application " shall have the meaning set forth in Section  4.7.14.1 .

1.1.39

" HAP Voucher Contract " shall mean any Housing Assistance Payment Contract which regulates Section 8 payments to the Property under existing vouchers issued by the applicable local housing authority (the " Housing Authority ").

1.1.40

" Housing Authority Requirements " shall have the meaning set forth in Section 4.7.14.1 .

1.1.41

" HUD " means the United States Department of Housing and Urban Development.

1.1.42

" HUD Application " shall mean any application required to be submitted to HUD in order to obtain HUD Approval.

1.1.43

" HUD Approval " shall mean any approval required to be obtained from HUD in order to consummate the Closing, including, but not limited to, any approval of an assignment of a HAP Contract.

1.1.44

" Improvements " means all buildings and improvements located on the Land corresponding to each Property, taken "as is."

1.1.45

" Initial Deposit " shall have the meaning set forth in Section 2.2.1 .

1.1.46

" Land " means, with respect to each Property, the corresponding tract of land described on Exhibits A-1 to A-11 , and all rights, privileges and appurtenances pertaining thereto.

1.1.47

" LBP Report " means, with respect to a Property, the report identified on the Seller Information Schedule, prepared by the consultant identified therein with respect to lead-based paint.

1.1.48

" Lease(s) " means, with respect to each Property, the interest of the applicable Seller in and to all leases, subleases and other occupancy contracts, whether or not of record, which provide for the use or occupancy of space or facilities on or relating to such Seller's Property and which are in force as of the Closing Date for the applicable Property.

1.1.49

" Leases Assignment " shall have the meaning set forth in Section 5.2.4 .

1.1.50

" Lender " means, with respect to each Property, those "Lenders" identified on the Seller Information Schedule, each of whose servicer, if any, also is identified on the Seller Information Schedule.

1.1.51

[Intentionally left blank] .

1.1.52

" Loan " means the indebtedness owing to Lender evidenced by a Note.

1.1.53

[ Intentionally left blank ]

1.1.54

[Intentionally left blank]

1.1.55

[Intentionally left blank ]

1.1.56

[Intentionally left blank]

1.1.57

" Loan Payoff " shall have the meaning set forth in Section 5.4.7 .

1.1.58

" Losses " shall have the meaning set forth in Section 3.4.1 .

1.1.59

" LURA Properties " shall mean the Hunt Club and North Slope Properties.

1.1.60

" LURA Sellers " shall mean the Hunt Club and North Slope Sellers.

1.1.61

" Material Item " means either (a) a hazardous environmental condition, or (b) title or survey defect, having a material and adverse effect on the operation or marketability of a Property.  For purposes of the foregoing, an item shall be deemed to have a "material and adverse effect" only if such item has a quantifiable and measurable obligation, liability, or expense in excess of $100,000 for any Property, or when taken together with all other Material Items on all other Properties, would have a value in excess of $1,100,000 for all Properties.

1.1.62

" Materials " shall have the meaning set forth in Section 3.5 .

1.1.63

" Materials Deposit " shall mean that portion of the Deposit in the amount of $75,000 which shall not be returned to Purchaser (if Purchaser is otherwise entitled to the return of the Deposit), until all Third Party Reports and information and Materials provided to Purchaser have been returned to Seller.

1.1.64

" Miscellaneous Property Assets " means, with respect to each Property (including, without limitation, rights under any HAP Contract or HAP Voucher Contract), all contract rights, leases, concessions, warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of a Property and owned by its respective Seller, excluding, however, with respect to each Property (a) receivables, (b) Property Contracts, (c) Leases, (d) Permits, (e) cash or other funds, whether in petty cash or house "banks," or on deposit in bank accounts or in transit for deposit, (f) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Closing Date, (g) utility and similar deposits, (h) insurance or other prepaid items, (i) such Seller's proprietary books and records, or (j) any right, title or interest in or to the AIMCO Marks, or (k) HAP Contract subsidy payments accrued up to the Closing Date.  The term "Miscellaneous Property Assets" also shall include all of the applicable Seller's rights, if any, in and to the name "Community Name" identified in the Seller Information Schedule as it relates solely to use in connection with the applicable Property (and not with respect to any other property owned or managed by any Seller, Property Manager, AIMCO, or their respective affiliates).

1.1.65

" Non-Refundable Initial Deposit Component " shall have the meaning set forth in Section 2.2.1 .

1.1.66

" Note " means, with respect to each Property, the promissory note(s) identified in the Seller Information Schedule.

1.1.67

" Objection Deadline " shall have the meaning set forth in Section 4.3 .

1.1.68

" Objection Notice " shall have the meaning set forth in Section 4.3 .

1.1.69

" Objections " shall have the meaning set forth in Section 4.3 .

1.1.70

" Payoff Property " means those Properties for which the Loan will be paid off at Closing and identified as a Payoff Property on the Seller Information Schedule.

1.1.71

" Permits " means, with respect to each Property, all licenses and permits granted by any governmental authority having jurisdiction over such Property and required in order to own and operate such Property.

1.1.72

" Permitted Exceptions " shall have the meaning set forth in Section 4.4 .

1.1.73

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

1.1.74

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

1.1.75

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

1.1.76

" Property Contracts Notice " shall have the meaning set forth in Section 3.6 .

1.1.77

" Property Manager " means the current property manager of each Property.

1.1.78

" Proration Schedule " shall have the meaning set forth in Section 5.4.1 .

1.1.79

" Purchase Price " shall have the meaning set forth in Section 2.2 .

1.1.80

" Records Disposal Notice " shall have the meaning set forth in Section 5.4.13 .

1.1.81

" Records Hold Period " shall have the meaning set forth in Section 5.4.13 .

1.1.82

" Refundable Initial Deposit Component " shall have the meaning set forth in Section 2.2.1 .

1.1.83

" Regional Property Manager " means, with respect to each Property, the individual identified in the Seller Information Schedule.

1.1.84

" Reinstatement Notice " shall have the meaning set forth in Section 8.1 .

1.1.85

" Remediation " shall have the meaning set forth in Section  14.2 .

1.1.86

" Required Assignment Consent " shall have the meaning set forth in Section  3.6 .

1.1.87

" Required Loan Fund Amounts " shall have the meaning set forth in Section 4.6.6 .

1.1.88

" Residual Receipts Account " shall have the meaning set forth in Section 4.7.10 .

1.1.89

" Response Deadline " shall have the meaning set forth in Section 4.3 .

1.1.90

" Response Notice " shall have the meaning set forth in Section 4.3 .

1.1.91

" Restriction Properties " means Riverwinds at St. Andrews, West Winds, Hunt Club and North Slope.

1.1.92

" Restriction Sellers " means the Riverwinds at St. Andrews, West Winds, Hunt Club and North Slope Sellers.

1.1.93

" Seller-Provided Notice " shall have the meaning set forth in Section 4.7.7 .

1.1.94

" Seller's Indemnified Parties " shall have the meaning set forth in Section  3.4.1 .

1.1.95

" Seller Information Schedule " shall have the meaning set forth in the introductory paragraph.

1.1.96

" Seller's Property-Related Files and Records " shall have the meaning set forth in Section 5.4.13 .

1.1.97

" Seller's Representations " shall have the meaning set forth in Section 6.1 .

1.1.98

" Seller's Representative " means AIMCO.

1.1.99

" Specific AIMCO Provisions " shall have the meaning set forth in Section 4.6.2 .

1.1.100

" Survey " shall have the meaning ascribed thereto in Section 4.2 .

1.1.101

" Survival Period " shall have the meaning set forth in Section 6.3 .

1.1.102

" Survival Provisions " shall have the meaning set forth in Section 13.28 .

1.1.103

" Tax Appeal Properties " means Essex Park, Quail Hollow, Riverwinds at St. Andrews, and West Winds.

1.1.104

" Tax Appeal Sellers " means the Essex Park, Quail Hollow, Riverwinds at St. Andrews, and West Winds Sellers.

1.1.105

" Tenant " means any person or entity entitled to occupy any portion of the applicable Property under a Lease.

1.1.106

" Tenant Deposits " means, with respect to a Property, all security deposits, prepaid rentals, cleaning fees and other refundable deposits and fees collected from Tenants, plus any interest accrued thereon, paid by Tenants to the applicable Seller pursuant to its Leases.  Tenant Deposits shall not include any non-refundable deposits or fees paid by Tenants to the applicable Seller, either pursuant to the Leases or otherwise.

1.1.107

" Tenant Security Deposit Balance " shall have the meaning set forth in Section 5.4.6.2 .

1.1.108

" Terminated Contracts " shall have the meaning set forth in Section 3.6 .

1.1.109

" Termination Notice " shall have the meaning set forth in Section 8.1 .

1.1.110

" Testing " shall have the meaning set forth in Section 14.2 .

1.1.111

" Third-Party Reports " means any reports, studies or other information prepared or compiled for Purchaser by any Consultant or other third-party in connection with Purchaser's investigation of a Property.

1.1.112

" Title Commitment " shall have the meaning ascribed thereto in Section 4.1 .

1.1.113

" Title Documents " shall have the meaning set forth in Section  4.1 .

1.1.114

" Title Insurer " shall have the meaning set forth in Section 2.2.1 .

1.1.115

" Title Policy " shall have the meaning set forth in Section  4.1 .

1.1.116

" Uncollected Rents " shall have the meaning set forth in Section 5.4.6.1 .

1.1.117

" Vendor Terminations " shall have the meaning set forth in Section 5.2.5 .

ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1

Purchase and Sale .  Each Seller agrees to sell and convey its Property listed on the Seller Information Schedule to Purchaser and Purchaser agrees to purchase such Property from each Seller, all in accordance with the terms and conditions set forth in this Contract.

2.2

Purchase Price and Deposit .  The purchase price for each Property is set forth in the Seller Information Schedule (the " Purchase Price ").  The Purchase Price for each Property shall be paid as follows:

2.2.1

Within one (1) Business Day after the Effective Date, Purchaser shall deliver to Stewart Title Guaranty Company c/o Wendy Howell, National Commercial Closing Specialist 1980 Post Oak Boulevard, Suite 610, Houston, TX 77056, 800-729-1906 (" Escrow Agent " or " Title Insurer ") an initial deposit (the " Initial Deposit ") of $1,000,000 by wire transfer of immediately available funds (" Good Funds ").  An amount equal to $500,000 of the Initial Deposit (the "Non -Refundable Initial Deposit Component ") shall, immediately upon delivery, be non-refundable under all circumstances other than as set forth in Section 3.2 or Seller's default hereunder (the remaining $500,000 of the Initial Deposit is referred to herein as the " Refundable Initial Deposit Component ").  The Initial Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3 .  The Initial Deposit shall be allocated among the Sellers of the Properties pursuant to the Applicable Share attributable to each of their respective Properties.

2.2.2

On the day that the Feasibility Period expires, Purchaser shall deliver to Escrow Agent an additional deposit (the " Additional Deposit ") of $1,000,000 by wire by transfer of Good Funds.  The Additional Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3 .  The Additional Deposit shall be allocated among the Sellers of the Properties pursuant to the Applicable Share attributable to each of their respective Properties.

2.2.3

Intentionally Omitted .

2.2.4

The balance of the Purchase Price for each Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 11:00 a.m. (in the time zone in which Escrow Agent is located) on the Closing Date (or such earlier time as required by any Seller's lender).

2.2.5

Intentionally Omitted .


2.2.6

The allocations of Purchase Prices for the Properties set forth on the Seller Information Schedule have been established by Purchaser, and Seller has not, in any way, influenced such allocations among the Properties.

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 for each Property, 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 the Deposit has not been released earlier in accordance with Section 2.3.2 , and Purchaser or Seller's Representative makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other parties of such demand.  If Escrow Agent does not receive a written objection from another party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment (subject to Purchaser's obligation under Section 3.5.2 to return all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Materials Deposit to Purchaser).  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 deposit the Deposit and interest thereon, if any, with a court of competent jurisdiction in the state in which a Property is located.  Escrow Agent shall give written notice of such deposit to Seller's Representative and Purchaser.  Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.  Sellers hereby appoint Seller's Representative to give and receive notices to Escrow Agent regarding the Deposit.

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 any 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.  Sellers and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney's fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.


2.3.5

The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent.  Escrow Agent shall execute the signature page for Escrow Agent attached hereto with respect to the provisions of this Section 2.3 ; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Sellers, and the same shall become fully effective upon execution by Purchaser and Sellers, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than 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, Sellers, 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.

2.3.7

The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

ARTICLE III
FEASIBILITY PERIOD

3.1

Feasibility Period .  Subject to the terms of Sections 3.3 and 3.4 and the right of Tenants under the Leases, from the Effective Date to and including June 5, 2007 (the " Feasibility Period "), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, " Consultants ") shall have the right from time to time to enter onto the Properties:

3.1.1

To conduct and make any and all customary studies, tests, examinations, inquiries, and inspections, or investigations (collectively, the " Inspections ") of or concerning the Properties (including, without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys);

3.1.2

To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Properties;

3.1.3

To ascertain and confirm the suitability of the property for Purchaser's intended use of the Properties; and

3.1.4

To review the Materials at Purchaser's sole cost and expense.

3.2

Expiration of Feasibility Period .  If the results of any of the matters referred to in Section 3.1 appear unsatisfactory to Purchaser for any reason or if Purchaser elects not to proceed with the transaction contemplated by this Contract for any other reason, or for no reason whatsoever, in Purchaser's sole and absolute discretion, then Purchaser shall have the right to terminate this Contract in its entirety with respect to all Properties (but not in part with respect to less than all Properties) by giving written notice to that effect to Seller's Representative and Escrow Agent on or before 5:00 p.m. (in the time zone in which the Escrow Agent is located) on the date of expiration of the Feasibility Period.  If Purchaser exercises such right to terminate, this Contract shall terminate and be of no further force and effect subject to and except for the Survival Provisions, and Escrow Agent shall forthwith return the Refundable Initial Deposit Component to Purchaser (subject to Purchaser's obligation under Section 3.5.2 to return all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Materials Deposit); provided, however, that if, prior to expiration of the Feasibility Period, Purchaser gives written notice identifying in reasonable detail a Material Item, and Purchaser terminates this Contract as to all Properties in strict accordance with this Section 3.2 , then the Escrow Agent also shall deliver to Purchaser the Non-Refundable Initial Deposit Component (subject to Purchaser's obligation under Section 3.5.2 to return all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Materials Deposit).  If Purchaser fails to provide Seller's Representative with written notice of termination prior to the expiration of the Feasibility Period in strict accordance with the notice provisions of this Contract, 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 (including both the Initial Deposit (including the Refundable Initial Deposit Component) and, when delivered in accordance with Section 2.2.2 , the Additional Deposit) shall be non-refundable, and Purchaser's obligation to purchase the Properties shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1 .

3.3

Conduct of Investigation .  Purchaser shall not permit any mechanic's or materialmen's liens or any other liens to attach to any 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 notice to the applicable Seller a reasonable time prior to entry onto its Property and shall permit such Seller to have a representative present during all Inspections conducted at its Property.  Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of each Property, and all equipment, materials and substances generated, used or brought onto each Property pose no material threat to the safety of persons or the environment and cause no damage to such Property or other property of any Seller or other persons.  All information made available by any of the Sellers to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its Inspections shall be treated as confidential information by Purchaser, and, prior to the purchase of the Properties by Purchaser, Purchaser shall use its best efforts to prevent its Consultants from divulging such 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.  The provisions of this Section 3.3 shall survive the termination of this Contract, and if not so terminated shall survive (except for the confidentiality provisions of this Section 3.3 ) the Closing and delivery of the Deeds to Purchaser.

3.4

Purchaser Indemnification .

3.4.1

Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such 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 such Seller, " Seller's Indemnified Parties "), from and against any and all damages, mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys' fees, including the cost of in-house counsel and appeals) (collectively, " Losses ") arising from or related to Purchaser's or its Consultants' entry onto such Seller's Property, and any Inspections or other matters performed by Purchaser with respect to such 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 any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion.  Further, Seller's Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Seller's Representative's reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller's interest therein.  Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser's or its Consultants' activities pursuant to this Section.  No consent by Seller' Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller.  Purchaser hereby agrees to restore, at Purchaser's sole cost and expense, each Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this Article 3 .  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(s) in which the Properties are located.  Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry onto any of the Properties, or (ii) the expiration of 5 days after the Effective Date.

3.4.3

The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

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 a Seller's possession or reasonable control (subject to Section 3.5.2 ), each Seller agrees to make the documents set forth on Schedule 3.5 (the " Materials ") relating to its Property available at its Property for review and copying by Purchaser at Purchaser's sole cost and expense.  In the alternative, at a Seller's option and within the foregoing 5-Business-Day period, such Seller may deliver some or all of its Materials to Purchaser, or make the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by a 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 the applicable Seller and such Seller shall use commercially reasonable efforts to deliver the same to Purchaser within 5 Business Days after such notification is received by such Seller; provided, however, that under no circumstances will the Feasibility Period be extended and Buyer's sole remedy will be to terminate this Contract pursuant to Section 3.2 .

3.5.2

In providing such information and Materials to Purchaser, other than Seller's Representations, each Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed.  Any information and Materials provided by any of the Sellers to Purchaser under the terms of this Contract is for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to all applicable Sellers as a condition to return of the Materials Deposit to Purchaser (if Purchaser is otherwise entitled to such Deposit pursuant to the terms of this Contract) if this Contract is terminated for any reason.  Purchaser shall not in any way be entitled to rely upon the accuracy of such information and Materials.  Purchaser recognizes and agrees that the Materials and other documents and information delivered or made available by Sellers pursuant to this Contract may not be complete or constitute all of such documents which are in a Seller's possession or control, but are those that are readily available to such Seller after reasonable inquiry to ascertain their availability.  Purchaser understands that, although each Seller will use commercially reasonable efforts to locate and make available the Materials and other documents required to be delivered or made available by it pursuant to this Contract, Purchaser will not rely on such Materials or other documents as being a complete and accurate source of information with respect to such Seller's Property, 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 Properties.

3.5.3

In addition to the items set forth on Schedule 3.5, no later than 5 Business Days after the Effective Date, each Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1) a rent roll for such Seller's Property listing the move-in date, monthly base rent payable, lease expiration date and unapplied security deposit for each Lease (the " Rent Roll ").  The Rent Roll shall be part of the Materials for all purposes under this Contract and no Seller makes any representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.7.  Sellers shall update their respective Rent Roll in accordance with Section 5.2.10.

3.5.4

The provisions of this Section 3.5 shall survive the Closing and delivery of the Deed to Purchaser.

3.6

Property Contracts .  On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to each Seller (a " Property Contracts Notice ") specifying any Property Contracts of such Seller which Purchaser desires to terminate at the Closing (the " Terminated Contracts "); provided that (a) the effective date of such termination after Closing shall be subject to the express terms of such Terminated Contracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of the applicable Seller's obligations under such Terminated Contract as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, 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 or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties.  If Purchaser fails to deliver a Property Contracts Notice to a Seller on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts with respect to such Seller (or its Property) and Purchaser shall assume all Property Contracts of such Seller at the Closing.  To the extent that any Property Contract to be assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is either (i) assignable but requires the applicable vendor to consent to the assignment or assumption of the Property Contract by the applicable Seller to Purchaser, or (ii) is not assignable (either by its terms or applicable law), then, prior to the Closing, Purchaser shall be responsible for obtaining from each applicable vendor a consent (each a " Required Assignment Consent ") to the assignment of the Property Contract by the applicable Seller to Purchaser (and the assumption by Purchaser of all obligations under such Property Contract).  Purchaser shall indemnify, hold harmless and, if requested by the applicable Seller (in such Seller's sole discretion), defend (with counsel approved by such Seller) such 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 .  Seller has delivered to Purchaser a standard form commitment for title insurance (" Title Commitment ") for such Seller's Property in an amount equal to the Property's Purchase Price from Title Insurer for an owner's title insurance policy (the " Title Policy ") on the most recent standard American Land Title Association form, together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the " Title Documents ").  Each Seller shall be responsible only for payment of the basic premium for the Title Policy for its Property.  Purchaser shall be solely responsible for payment of all other costs relating to procurement of the Title Commitment, the Title Policy, and any requested endorsements with respect to each of the Properties, including for "extended" coverage.

4.2

Survey .  Seller has delivered to Purchaser any existing survey of such Property (the " Existing Survey ") which to such Seller's knowledge is in such Seller's possession or reasonable control (subject to Section 3.5.2 ).  If such Existing Survey was prepared within 6 months prior to the Effective Date, Purchaser shall reimburse the applicable Seller for the cost of the preparation thereof.  Purchaser acknowledges and agrees that delivery of the Existing Survey is subject to Section 3.5.2 .  To the extent that Purchaser desires that a new survey of a Property be prepared (or that the Existing Survey be updated), Purchaser shall order such new or updated survey of such Property either before or within three (3) Business Days of the Effective Date (each such new or updated survey (whether requested by Purchaser or ordered by Seller), together with the Existing Survey, is referred to herein as the " Survey ").  Purchaser shall be solely responsible for the cost and expense of the preparation of any new or updated survey requested pursuant to the terms of this Section 4.2 .


4.3

Objection and Response Process .  On or before May 25, 2007 (the " Objection Deadline "), Purchaser shall, on a Property-by-Property basis, give written notice (the " Objection Notice ") to the attorneys for Sellers of any matter set forth in any Title Documents or Surveys to which Purchaser objects (the " Objections ").  If Purchaser fails to tender an Objection Notice with respect to a Property 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 for such Property.  On or before May 30, 2007 (the " Response Deadline "), a Seller who has received an Objection Notice may, in such Seller's sole discretion, give Purchaser notice (the " Response Notice ") of those Objections which such Seller is willing to cure, if any.  Sellers shall be entitled to reasonable adjournments of the Closing Date to cure any Objections applicable to any Seller.  If a Seller fails to deliver a Response Notice by the Response Deadline, such 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 any Response Notice, Purchaser may, as its exclusive remedy, elect by written notice given to Seller's Representative on or before the expiration of the Feasibility Period (the " Final Response Deadline ") either (a) to accept the Title Documents and Survey with resolution, if any, of the Objections as 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, or (b) to terminate this Contract in its entirety regarding all Properties (but not less than all Properties), in accordance with the terms and conditions of Section 3.2 .  If Purchaser fails to give notice to terminate this Contract on or before the Final Response Deadline, Purchaser shall be deemed to have elected to approve and irrevocably waived any objections to any matters covered by the Title Documents or the Survey applicable to each Property, subject only to resolution, if any, of the Objections as set forth in the Response Notice for such Property (or if no Response Notice is tendered, without any resolution of the Objections).

4.4

Permitted Exceptions .  The Deed for each Property 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 for such Property, other than (a) those Objections, if any, which the applicable Seller has agreed to cure pursuant to the Response Notice under Section 4.3 , (b) mechanics' liens and taxes due and payable with respect to the period preceding Closing, (c) the standard exception regarding the rights of parties in possession which shall be limited to those parties in possession pursuant to the Leases, and (d) the standard exception pertaining to taxes which shall be limited to taxes and assessments payable in the year in which the Closing occurs and subsequent taxes and assessments;

4.4.2

All Leases for such Property;

4.4.3

Intentionally Omitted;

4.4.4

All Assumed Restrictions;

4.4.5

Applicable zoning and governmental regulations and ordinances;

4.4.6

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

4.4.7

The terms and conditions of this Contract.

4.5

Existing Deed of Trust/Purchaser Financing .

4.5.1

The provisions of this Section 4.5 apply only to Payoff Properties.  It is understood and agreed that, whether or not Purchaser gives an Objection Notice with respect thereto for a Payoff Property, any deeds of trust and/or mortgages which secure a Note for a Payoff Property (collectively, a " Deed of Trust ") shall not be deemed Permitted Exceptions for such Property, whether Purchaser gives further written notice of such or not, and shall, pursuant to Section 5.4.7 , be paid off, satisfied, discharged and/or cured from proceeds of the Purchase Price at Closing .

4.5.2

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.

4.5.3

Intentionally Omitted

4.6

Intentionally Omitted

4.7

HUD Approval; HAP Approval; HAP Voucher Approval .

4.7.1

Purchaser recognizes and agrees that the Restriction Properties presently are encumbered by the encumbrances set forth on Schedule 4.7.1 following:  (collectively, the " Assumed Restrictions ").  From and after the Closing, Purchaser shall be responsible for complying with each of the Assumed Restrictions at Purchaser's sole cost and expense (the foregoing covenant shall survive the Closing).  Within 5 Business Days after the Effective Date, each of the Restriction Sellers agrees that it will make available to Purchaser (in the same manner in which each of the Restriction Sellers is permitted to make the Materials available to Purchaser under Section 3.5.1 ) copies of the Assumed Restrictions which are in each of the Restriction Sellers' possession or reasonable control (subject to Section 3.5.2 ).

4.7.2

Intentionally Omitted .

4.7.3

Purchaser recognizes and agrees that the HAP Properties presently are benefited by a HAP Contract and/or a HAP Voucher Contract(s) which shall be deemed an "Assumed Restriction" for all purposes under this Contract.  Within 5 Business Days after the Effective Date, Seller agrees that it will make available to Purchaser (in the same manner in which each of the HAP Sellers is permitted to make the Materials available to Purchaser under Section 3.5.1 ) a copy of the HAP Contract and/or the HAP Voucher Contract(s) which is in each of the HAP Sellers' possession or reasonable control (subject to Section 3.5.2 ).

4.7.4

With respect to the HAP Assumption and/or HAP Voucher Assumption:

4.7.4.1

Purchaser agrees that, at the Closing, the Riverwinds at St. Andrews Seller shall assign and Purchaser shall assume the HAP Contract for the Riverwinds at St. Andrews Property (the " HAP Assumption ").  Purchaser further acknowledges that the HAP Contract for the Riverwinds at St. Andrews Property requires the satisfaction by Purchaser of certain requirements as set forth therein and established by HUD to allow for the HAP Assumption with respect to that Property.

4.7.4.2

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

4.7.5

Prior to the Closing, Purchaser shall, at its sole cost and expense, obtain HUD Approval.  In connection with the foregoing, Purchaser, at its sole cost and expense and no later than June 7, 2007 (the " HUD Submittal Deadline "), shall submit a complete HUD Application in order to request HUD Approval, including, without limitation, all application documents, certificates, agreements, information and fees required by HUD to allow for HUD's approval of the Riverwinds at St. Andrews Seller's assignment and Purchaser's assumption of the HAP Contract.  In addition to the foregoing, (x) Purchaser shall obtain 2530 approval from HUD, and, in addition to such 2530 approval, shall satisfy all other requirements imposed by HUD field offices in connection with any other process imposed as a prerequisite to obtaining HUD Approval, and (y) if the Property's Real Estate Assessment Center physical inspection score is a 59 or below and the Property is involved in an assignment of the HAP Contract, then the Purchaser shall enter into an agreement with HUD whereby the Purchaser will hire an independent professional inspector (if an in-house HUD inspector is unavailable) to inspect all of the Property's units to determine if they meet the Uniform Physical Condition Standards (UPCS, and all units that meet the UPCS may continue to receive Section 8 subsidy and any units that fail to meet the UPCS shall be repaired by Purchaser and re-inspected, and may voucher for Section 8 funds once they satisfy UPCS.  Purchaser shall be in default hereunder if Purchaser fails to submit the HUD Application to HUD by the HUD Submittal Deadline, in which event the Riverwinds at St. Andrews Seller may terminate this Contract as to the Riverwinds at St. Andrews Property, or all Sellers may terminate this Contract as to all Properties, and the Deposit shall be immediately released by the Escrow Agent to Sellers (or if this Contract is terminated only as to the Riverwinds at St. Andrews Property, then the Applicable Share of the Deposit shall be released by Escrow Agent to the Riverwinds at St. Andrews Seller).  To the extent necessary and reasonable, the Riverwinds at St. Andrews Seller will provide authorization to HUD, or any other appropriate federal or state agency, to release to Purchaser copies of each HAP Contract, or other documents or agreements with HUD for Purchaser's reference in connection with obtaining HUD Approval.

4.7.6

Purchaser agrees promptly to deliver to HUD all documents and information required in order to obtain HUD Approval, and such other information or documentation as HUD reasonably may request, including, without limitation, financial statements, income tax returns and other financial information for Purchaser and any required guarantor, materials, documents, certificates, signatures, and other items.  Without limiting the generality of the foregoing, Purchaser agrees to submit each of the required documents listed on Schedule 4.7.6 attached hereto.  The Riverwinds at St. Andrews Seller agrees that it will cooperate with Purchaser and HUD, at no cost or expense to such Riverwinds at St. Andrews Seller, in connection with Purchaser's application to HUD for HUD Approval.  The Riverwinds at St. Andrews Seller reserves the right to reject, in such Riverwinds at St. Andrews Seller's sole discretion, the terms and conditions imposed by HUD or the Housing Authority in connection with HUD Approval (including, without limitation, any condition imposed by HUD which would impose liability on such Riverwinds at St. Andrews Seller or adversely affect the economic remuneration due such Riverwinds at St. Andrews Seller from the sale contemplated hereby) or the HAP Assumption.  Purchaser agrees to provide the Riverwinds at St. Andrews Seller with a copy of the HUD Application no later than 2 Business Days prior to the HUD Submittal Deadline and shall provide evidence of Purchaser's submission of each of the foregoing to HUD on or before the HUD Submittal Deadline.  Purchaser shall be responsible at its sole cost and expense for correcting and re-submitting any deficiencies noted by HUD in connection with the application for HUD Approval no later than 3 Business Days after notification from HUD of such deficiency.  Purchaser also shall provide the Riverwinds at St. Andrews Seller with a copy of any correspondence from HUD with respect to the HUD Application no later than 3 Business Days after receipt of such correspondence from HUD.  In the event that HUD or the Housing Authority at any time disapproves the HUD Application or the HAP Voucher Assumption Application, the Riverwinds at St. Andrews Seller may terminate this Contract as to the Riverwinds at St. Andrews Property, or all Sellers may terminate this Contract as to all Properties, and the Deposit shall be immediately released by the Escrow Agent to Sellers (or if this Contract is terminated only as to the Riverwinds at St. Andrews Property, then the Applicable Share of the Deposit shall be released by Escrow Agent to the Riverwinds at St. Andrews Seller).  Purchaser shall pay all fees and expenses (including, without limitation, transfer fees, assumption fees, title fees, endorsement fees, and other fees) imposed or charged by HUD or its counsel in connection with either the HUD Application and HUD Approval (which obligation shall survive the termination of this Contract and the Closing).  Without limiting the generality of the foregoing, Purchaser shall pay the cost of any physical inspection report required in connection with obtaining HUD Approval or HAP Voucher Approval.

4.7.7

Intentionally Omitted .

4.7.8

Intentionally Omitted .

4.7.9

Intentionally Omitted .

4.7.10

Notwithstanding anything in this Contract to the contrary, any residual receipts account maintained by the Riverwinds at St. Andrews Seller or the West Winds Seller (a " Residual Receipts Account ") shall be disposed of at the Closing as follows: (A) if the Residual Receipts Account is required by HUD to be maintained because of the applicable mortgage program, then the Residual Receipts Account will be released to the applicable Seller at the Closing, and (B) if the Residual Receipts Account is required by HUD in connection with a Section 8 Housing program at the Property, then the Residual Receipts Account will remain with the Property following the Closing and Purchaser shall reimburse the applicable Seller at the Closing for the amount of such Residual Receipts Account.

4.7.11

Intentionally Omitted .

4.7.12

Purchaser recognizes and agrees that HUD may require that any Assignment of HAP Contract contain a provision, in accordance with the Memorandum of Beverly J. Miller, Director, Asset Management, Office of Housing, dated January 6, 2005, that amends such HAP Contract to include the following additional provisions:

Physical Conditions Standards and Inspection Requirements.  The Owner shall comply with the Physical Condition Standards and Inspection Requirements of 24 CFR Part 5, Subpart G, including any changes in the regulation and related Directives.  In addition, the Owner shall comply with HUD's Physical Condition Standards of Multifamily Properties of 24 CFR Part 200, Subpart P, including any changes in the regulation and related Directives.  This obligation shall apply both during the current term of the HAP contract and during each successive renewal term.

Financial Reporting Standards.  The Owner shall comply with the Uniform Financial Reporting Standards of 24 CFR Part 5, Subpart H, including any changes in the regulation and related Directives.  This obligation shall apply both during the current term of the HAP contract and during each successive renewal term.

4.7.13

Purchaser acknowledges and agrees that, in connection with HUD Approval, HUD may require the funding of additional escrows and reserves, including without limitation, additional repair escrows (collectively, the " Additional Required Escrows ").  Purchaser agrees that, at the Closing, Purchaser shall fund all Additional Required Escrows in Good Funds and in addition to the Purchase Price or any other amount Purchaser is required to pay pursuant to this Contract.

4.7.14

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

4.7.14.1

Purchaser agrees that, no later than May 29, 2007 (the " HAP Submittal Deadline "), Purchaser, at its sole cost and expense, shall meet with the Housing Authority and, pursuant to the HAP Voucher Contracts and Form HUD-52641, shall submit all applications, documents, information, materials and fees (collectively, the " HAP Voucher Assumption Application ") required by the Housing Authority in order for the Housing Authority to review and approve Purchaser's request that the Housing Authority approve each HAP Voucher Assumption (the " HAP Voucher Approval ").  In addition to the foregoing, Purchaser recognizes and agrees that the Housing Authority requires Purchaser to complete and return the items listed on Schedule 4.7.14.1 (together with such other requirements as the Housing Authority may from time to time impose, the " Housing Authority Requirements ").  Purchaser agrees, at Purchaser's sole cost and expense, to submit the Housing Authority Requirements to the Housing Authority at such times and in such form as the Housing Authority requires, together with any fee required by the Housing Authority in connection therewith.  All such Housing Authority Requirements shall be submitted by Purchaser within such time frames as are necessary in order for the Closing to proceed on the scheduled Closing Date.  Further, Purchaser shall make such filings post-Closing as required by the Housing Authority for the HAP Voucher Approval.  The provisions of this Section 4.7.14.1 shall survive Closing.

4.7.14.2

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

4.7.14.3

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

4.7.14.4

Purchaser shall pay all fees and expenses (including, without limitation, transfer fees, assumption fees, title fees, endorsement fees, and other fees to release the West Winds Seller of all liability under each HAP Voucher Contract) imposed or charged by the Housing Authority or their counsel, including the cost of any physical inspection report required in connection with obtaining HAP Voucher Approval (such fees and expenses collectively being referred to as the " Assumption HAP Voucher Fees "), in connection with each HAP Voucher Assumption Application and each HAP Voucher Assumption.  The provisions of this Section 4.7.14.4 shall survive the termination of this Contract and the Closing.

4.7.14.5

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

4.7.14.6

Purchaser shall be in default hereunder if Purchaser fails to submit a complete HAP Voucher Assumption Application by the HAP Submittal Deadline, in which event the West Winds Seller may terminate this Contract as to the West Winds Property, or all Sellers may terminate this Contract as to all Properties, and the Deposit shall be immediately released by the Escrow Agent to Sellers (or if this Contract is terminated only as to the West Winds Property, then the Applicable Share of the Deposit shall be released by Escrow Agent to the West Winds Seller).

4.7.14.7

If Purchaser has complied with Sections 4.7.14.1 through 4.7.14.5 , to the extent applicable, but the Housing Authority provides Purchaser with a written response that the Housing Authority will not issue a formal approval of any HAP Voucher Assumption Application until after the Closing has occurred and title has been transferred to Purchaser, then, notwithstanding any other provision herein to the contrary, Purchaser shall not be in default hereunder and such HAP Voucher Approval shall not be a condition to either Purchaser's or the West Winds Seller's obligation to proceed with the Closing; provided, however, that no later than 3 Business Days following the occurrence of the Closing, Purchaser shall submit, to the extent not previously submitted to, or accepted or held by, the Housing Authority, all documentation and information required by the Housing Authority to complete such HAP Voucher Assumption Application and, in any event, Purchaser shall use its best efforts to obtain such HAP Voucher Approval no later than 30 days following the date that the Closing occurs.  The requirements set forth and referenced in this Section 4.7.14.7 shall survive Closing.

4.7.15

Purchaser represents and warrants that, prior to the HUD Submittal Deadline, Purchaser has taken all steps and provided all information required by HUD in order to register its approved assignee as a participant under HUD's Active Partner Performance System or any similar electronic filing system presently maintained by HUD (the " APPS ").  Purchaser or its approved assignee agrees to make all filings required to be made electronically to HUD through the APPS, including, without limitation, any advanced notification required in connection with an event that will trigger 2530 approval.

4.7.16

Purchaser recognizes and agrees that (i) the Hunt Club Property is subject to an Amended and Restated Agreement as to Restrictive Covenants dated as of June 1, 1990 and recorded September 7, 2001, in Book 74L, Page 599 in the real property records in Spartanburg County, South Carolina, between the Hunt Club Seller and the South Carolina State Housing Finance and Development Authority (" Issuer ") relating to bonds for which the trustee is The Bank of New York  (" Trustee "), and (ii) the North Slope Property is subject to an Amended and Restated Agreement as to Restrictive Covenants dated as of June 1, 1990 and recorded September 6, 2001, in Book 1966, Page 821 in the real property records  in Greenville County, South Carolina, between the North Slope Seller and Issuer relating to bonds for which Trustee serves as the trustee (individually each of the foregoing documents being a " LURA " and collectively the " LURAs ").  Each LURA shall be deemed an Assumed Restriction for all purposes hereunder.

4.7.16.1

With respect to the LURAs, at the Closing, (a) Purchaser shall assume all obligations under the LURAs and accept title to the applicable Properties subject to the same, and (b) each applicable


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