PURCHASE AND SALE CONTRACT

Exhibit 10WW

PURCHASE AND SALE CONTRACT

BETWEEN

THE NEW FAIRWAYS, L.P.,

a Delaware limited partnership

AS SELLER

AND

LANDBANC CAPITAL, INC.,

an Arizona corporation

AS PURCHASER

FAIRWAY APARTMENTS

TABLE OF CONTENTS

PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (this " Contract ") is entered into as of the 19th day of October, 2009 (the " Effective Date "), by and between THE NEW FAIRWAYS, L.P., a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (" Seller "), and LANDBANC CAPITAL, INC., an Arizona corporation, having a principal address at 9595 Wilshire Boulevard, Suite 900, Beverly Hills, California 90212 (" 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 the County of Collin, State of Texas, as more particularly described in Exhibit A attached hereto and made a part hereof, and the improvements thereon, commonly known as Fairway Apartments.

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

Article I
DEFINED TERMS

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

Article II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

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

2.2               Purchase Price and Deposit .  The total purchase price (" Purchase Price ") for the Property shall be an amount equal to $11,750,000.00, payable by Purchaser, as follows:

2.2.1         On 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, (Tel) 713-625-8161, (Fax) 713-552-1703 (" Escrow Agent " or " Title Insurer ") an initial deposit (the " Initial Deposit ") of $25,000.00 by wire transfer of immediately available funds (" Good Funds ").  Seller and Purchaser agree that the amount of One Hundred and No/100 Dollars ($100.00) of the Deposit has been paid by Purchaser to Seller as consideration for Seller’s execution and delivery of this Contract and that such consideration is independent of any other consideration or payment provided for in this Contract and, notwithstanding anything to the contrary herein, is non-refundable in all events. 

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 $210,000.00 by wire transfer of Good Funds. 

2.2.3         At the Closing, subject to the occurrence of the Loan Assumption and Release, Purchaser shall receive a credit against the Purchase Price in the amount of the outstanding principal balance of the Notes, together with all accrued but unpaid interest (if any) thereon, as of the Closing Date (the " Loan Balance ").

2.2.4         The Purchase Price for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m. on the Closing Date.  Upon receipt of the Purchase Price by Escrow Agent on the Closing Date, Escrow Agent shall return the Deposit to Purchaser or Purchaser's designee.

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 as reasonably approved by Purchaser, 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.  For avoidance of doubt, if the Deposit is required to be returned to Purchaser under the terms of this Contract, Purchaser shall be entitled to all interest and income earned thereon.

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 returned to Purchaser simultaneously with the Closing and funding of the subject transaction, 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 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 November 20, 2009 (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 $1,000,000.00 for injury or death to more than one person and $500,000.00 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) at least 48 hours prior to Purchaser's or Purchaser's Consultants' entry onto the Property.

3.5               Property Materials . 

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

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

3.5.3         In addition to the items set forth on Schedule 3.5 , no later than 5 Business Days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) the most recent rent roll for the Property, which rent roll is that which Seller uses in the ordinary course of operating the Property (the " Rent Roll ").  Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.6 .  

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 5 days after the Effective Date, Seller shall cause to be delivered to Purchaser a standard form commitment (" Title Commitment ") to provide an owner’s title insurance policy for the Property in the form promulgated by the Texas Department of Insurance (Form T-1), using the current policy jacket customarily provided by the Title Insurer, in an amount equal to the Purchase Price (the " Title Policy "), together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the " Title Documents ").  Seller shall be responsible only for payment of the basic premium for the Title Policy.  Purchaser shall be solely responsible for payment of all other costs relating to procurement of the Title Commitment, the Title Policy, and any requested endorsements.

4.2               Survey .  Subject to Section 3.5.2 , within 5 Business Days after the Effective Date, Seller shall deliver to Purchaser a copy of an existing survey of the Property (the " Existing Survey ").  Purchaser may, at its sole cost and expense, order a new or updated survey of the Property either before or after the Effective Date (such new or updated survey, together with the Existing Survey, is referred to herein as the " Survey "). 

4.3               Objection and Response Process .  On or before the date which is 20 days after the Effective Date (the " Objection Deadline "), Purchaser shall give written notice (the " Objection Notice ") to the attorneys for Seller of any matter set forth in the Title Documents and the Survey to which Purchaser objects (the " Objections ").  If Purchaser fails to tender an Objection Notice on or before the Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters covered by the Title Documents and the Survey.  On or before 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 , (b) mechanics' liens and taxes due and payable with respect to the period preceding Closing, (c) the standard exception regarding the rights of parties in possession, which shall be limited to those parties in possession pursuant to the Leases, and (d) the standard exception pertaining to taxes, which shall be limited to taxes and assessments payable in the year in which the Closing occurs and subsequent taxes and assessments;

4.4.2         All Leases;

4.4.3         The Assumed Encumbrances;

4.4.4         Applicable zoning and governmental regulations and ordinances;

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

4.4.6         The terms and conditions of this Contract.

4.5               Assumed Encumbrances .

4.5.1         Purchaser acknowledges that the Property is encumbered by that certain loan (the " Recast Loan ") made to Seller by Federal Home Loan Mortgage Corporation (" Lender "), pursuant to that certain Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing dated June 30, 2008 and recorded July 2, 2008 in the Real Property Records of Collin County, Texas at Clerk's File No. 20080702000812270 (the " Recast Mortgage ") and certain other security and related documents in connection with the Recast Loan (collectively, the " Recast Encumbrances ").  The Recast Loan is evidenced by that certain Amended and Restated Multifamily Note, executed by Seller and dated June 30, 2008, in the stated principal amount of $5,119,062.00 (the " Recast Note ," and together with the Recast Mortgage, the Recast Encumbrances and any other documents executed by Seller in connection with the Recast Loan, the " Recast Documents ").  Purchaser further acknowledges that the Property is also encumbered by that certain loan (the " Second Loan " and, together with the Recast Loan, the " Loans ") made to Seller by Wells Fargo Bank, National Association, a national banking association (" Wells Fargo "), pursuant to that certain Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing dated June 30, 2008 and recorded July 2, 2008 in the Real Property Records of Collin County, Texas at Clerk's File No. 20080702000812280, as assigned by Wells Fargo to Lender pursuant to that certain Assignment of Security Interest, dated June 30, 2008 and recorded July 2, 2008 in the Real Property Records of Collin County, Texas at Clerk's File No. 20080702000812300 (the " Second Mortgage " and, together with the Recast Mortgage, the " Assumed Deeds of Trust ") and certain other security and related documents in connection with the Second Loan (collectively, the " Second Encumbrances " and, together with the Recast Encumbrances, the " Assumed Encumbrances ").  The Second Loan is evidenced by that certain Multifamily Note, executed by Seller and dated June 30, 2008, in the stated principal amount of $3,900,000.00 (the " Second Note ," and together with Second Mortgage, the Second Encumbrances, the Recast Documents and any other documents executed by Seller in connection with the Recast Loan or the Second Loan, the " Assumed Loan Documents ").  The Recast Note and the Second Note are hereinafter collectively referred to as the " Notes ."  Within 5 days after the Effective Date, Seller agrees that it will make available to Purchaser (in the same manner in which Seller is permitted to make the Materials available to Purchaser under Section 3.5.1 ) copies of the Assumed Loan Documents that are in Seller's possession or reasonable control (subject to Section 3.5.2 ).

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

4.5.3         Purchaser further acknowledges that the Assumed Loan Documents require the satisfaction by Purchaser of certain requirements as set forth therein to allow for the Loan Assumption and Release.  Accordingly, Purchaser, at its sole cost and expense and within 15 days after the Effective Date (the " Loan Assumption Application Submittal Deadline "), shall commence taking all steps reasonably necessary to satisfy the requirements set forth in the Assumed Loan Documents to allow for the Loan Assumption and Release, including, without limitation, submitting a complete application to Lender for assumption of the Loans together with all documents and information required in connection therewith (each, a " Loan Assumption Application " and collectively, the " Loan Assumption Applications "), and if Purchaser fails to submit a complete Loan Assumption Application for each Loan Assumption and Release in a form acceptable to Lender by the Loan Assumption Application Submittal Deadline, Purchaser shall be in default under this Contract, entitling Seller to terminate this Contract, in which event the Deposit shall be immediately released to Seller by Escrow Agent and this Contract shall be of no further force and effect, subject to and except for the Survival Provisions.  Purchaser agrees to provide Seller with a copy of the Loan Assumption Application no later than 2 Business Days prior to the Loan Assumption Application Submittal Deadline and shall provide evidence of its submission to Lender within 2 Business Days after the Loan Assumption Application Submittal Deadline.  Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of the Loan Assumption Application, including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted to Lender in connection with the Loan Assumption Application. 

4.5.4         Seller and Purchaser shall use reasonable efforts to comply with Lender's assumption requirements in connection with the Loan Assumption and Release.  Without limiting the generality of the immediately preceding sentence, Purchaser and Seller shall furnish all information and execute all documents and instruments required under, or otherwise reasonably requested by Lender in accordance with, the Assumed Loan Documents in connection with the Loan Assumption and Release.  Purchaser shall be responsible at its sole cost and expense for correcting and re-submitting any deficiencies noted by Lender in connection with the Loan Assumption Application no later than 3 Business Days after notification from Lender of such deficiency.  Purchaser also shall provide Seller with a copy of any correspondence from Lender with respect to the Loan Assumption Application no later than 3 Business Days after receipt of such correspondence from Lender.  Purchaser acknowledges that Lender's assumption requirements may not be consistent with the provisions of the Assumed Loan Documents concerning the Loan Assumption and Release.  Purchaser shall coordinate with the Lender to comply with the appropriate provisions of both the Assumed Loan Documents and Lender assumption requirements in order to allow for the Loan Assumption and Release.  Notwithstanding the foregoing, Purchaser shall not be required to comply with Lender's assumption requirements, to the extent that complying with such assumption requirements would result in a material adverse change to any financial terms in the Assumed Loan Documents, or would otherwise impose commercially unreasonable obligations upon Purchaser (collectively, the " Onerous Requirements "); provided, however, that it shall not be considered an Onerous Requirement for Lender to request that Specific AIMCO Provisions be removed from the Assumed Loan Documents.

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

4.5.6         Additionally, at Closing, Purchaser shall be responsible for (a) replacing (and increasing to the extent required by Lender) all reserves, impounds and other accounts required to be maintained in connection with the Loan, and (b) funding any additional reserves, impounds or accounts required by Lender to be maintained by Purchaser in connection with the Loan after the Loan Assumption and Release (the foregoing amounts in (a) and (b) collectively referred to herein as the " Required Loan Fund Amounts ").  Any existing reserves, impounds and other accounts required to be replaced by Purchaser pursuant to the foregoing sentence shall be released in Good Funds to Seller at the Closing.

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

4.5.8         No later than 10 days after the Effective Date, Purchaser shall order a Phase I Environmental study (prepared by an environmental engineer reasonably acceptable to Seller and Lender), and covenants that such Phase I Environmental study shall be delivered to Seller and Lender no later than 10 days prior to the Closing Date in connection with and as a precondition to the Loan Assumption and Release.

4.5.9         On or before the expiration of the Loan Approval Period, Seller will, at no cost or expense to Seller, request Lender to provide Purchaser at Closing with a certificate or letter (collectively, the " Estoppel Certificate "), dated no more than ten (10) days prior to the Closing Date, certifying to the following with respect to each of the Loans:  (a) the outstanding principal of the Note; (b) the interest rate payable on the Note; (c) the latest date to which payments have been made under the Note; (d) the current balance of the escrow accounts held by the Lender or their agents for taxes, hazard insurance, mortgage insurance (if any), replacement reserves, and any other reserve or escrow accounts required to be maintained pursuant to the terms of the Assumed Loan Documents; (e) that the conveyance of the Property by Seller to Purchaser has been approved by the Lender, and that the sale of the Property by Seller to Purchaser will not materially affect, accelerate or in any way materially vary the terms of the payment of the Note or the other Assumed Loan Documents; (f) that the Loan is current in all respects, and that there exists no default whatsoever under any of the Assumed Loan Documents; and (g) that, except as specified in the Estoppel Certificate or the Loan Assumption and Release, no fees, charges or costs will be imposed by Lender in connection with the conveyance of the Property by Seller to Purchaser.  Notwithstanding the foregoing, this Section 4.5.9 shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1 and Seller's or Lender's failure to provide Purchaser at Closing with an Estoppel Certificate in accordance with this Section 4.5.9 is not a condition to Purchaser's obligation to close.

4.5.10     If Purchaser complies with its obligations under this Contract (including this Section 4.5 ) and the requirements of the Assumed Deeds of Trust (including, without limitation, Section 21 of the Recast Mortgage and Section 21 of the Second Mortgage), in connection with obtaining the Loan Assumption and Release, but prior to the expiration of the Feasibility Period (the " Loan Approval Period ") either: (i) Lender fails to provide its approval of the Loan Assumption and Release, or (ii) Lender conditions its approval of the Loan Assumption and Release on the Onerous Requirements, then, on or before the expiration of the Loan Approval Period, Purchaser shall have the right to give Seller and Escrow Agent written notice terminating this Contract (the " Loan Approval Termination ").  In such event, this Contract shall be of no further force and effect, subject to and except for the Survival Provisions, and Escrow Agent shall forthwith return the Deposit to Purchaser.  If Purchaser fails to provide Seller with the Loan Approval Termination prior to the expiration of the Loan Approval Period in strict accordance with the notice provisions of this Contract, Purchaser's right to terminate under this Section 4.5.10 shall be permanently waived, this Contract shall remain in full force and effect, the Deposit shall be non-refundable, except as otherwise herein expressly provided, and Purchaser's obligation to obtain the Lender's approval of the Loan Assumption and Release and to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1 .  Purchaser recognizes and agrees that, if the Loan Approval Period expires and Purchaser does not terminate this Contract, the Loan Assumption and Release shall not be a condition to Purchaser's obligation to close, and, if the Loan Assumption and Release is not obtained and the Closing has not occurred on or before the Closing Date, Purchaser shall be in default under this Contract, entitling Seller to terminate this Contract, in which event the Deposit shall be immediately released to Seller by the Escrow Agent and this Contract shall be of no further force and effect, subject to and except for the Survival Provisions.

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

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

Article V
CLOSING

5.1               Closing Date .  The Closing shall occur on December 18, 2009 at the time set forth in Section 2.2.4 (the " Closing Date ") through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  Notwithstanding the foregoing to the contrary, upon at least ten (10) Business Days prior written notice to Purchaser, the Closing Date may be extended without penalty at the option of Seller to a date not later than forty five (45) days following the Closing Date specified in the first sentence of this Section 5.1 (or, if applicable, as extended by Seller pursuant to the second sentence of this Section 5.1 ) for the purpose of responding to and resolving any comments received from the Securities and Exchange Commission with regard to Seller's filed information statement relating to the transaction contemplated herein. 

            Provided that Purchaser is not in default under the terms of this Contract, Purchaser shall be permitted two separate 30-day extensions of the Closing Date specified in the first sentence of this Section 5.1 (or as such Closing Date may have been extended by Seller as described above) by (i) delivering written notice to Seller no later than 10 days prior to the scheduled Closing Date, and (ii) simultaneously with each such notice to Seller, delivering to Escrow Agent the amount of $25,000.00 per extension, which amount when received by Escrow Agent shall be added to the Deposit hereunder, shall be non-refundable (except as otherwise expressly provided herein with respect to the Deposit), and shall be held, credited and disbursed in the same manner as provided hereunder with respect to the Deposit.

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 with Vendor's Lien (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 and Assumption in the form attached as Exhibit D (the " General Assignment ").

5.2.4         An Assignment and Assumption 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