-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpsfmOuw6EIgFuytb5a7bSyY97UQozqLWHHmgszKBnlMKl69QO68m+uObGvF5WRm tnfKzjN6t8oxUc26izPTPQ== 0000711642-03-000386.txt : 20031110 0000711642-03-000386.hdr.sgml : 20031110 20031110162947 ACCESSION NUMBER: 0000711642-03-000386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTI BENEFIT REALTY FUND 87-1 CENTRAL INDEX KEY: 0000802200 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 943026785 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16684 FILM NUMBER: 03988683 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE CITY: GREENVILLE STATE: SC ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE CITY: GREENVILLE STATE: SC ZIP: 80222 8-K 1 mbrfexhibit.txt MBRF UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 28, 2003 MULTI-BENEFIT REALTY FUND '87-1 (Exact name of registrant as specified in its charter) California 0-16684 94-3026785 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Registrant's telephone number) Item 2. Acquisition or Disposition of Assets. On October 28, 2003, the Registrant sold one of its investment properties, Shadow Brook Apartments, located in West Valley City, Utah. The Registrant sold Shadow Brook Apartments to RDO Shadow Brook Associates, LLC, an unrelated party, for $14,750,000. The sale price was determined based on the fair market value of the investment property. In accordance with the Limited Partnership Agreement of the Registrant, the Registrant's general partner has evaluated the cash requirements of the Registrant to determine whether any portion of the net proceeds can be distributed to the Registrant's partners. The Registrant's general partner has determined that a distribution of approximately $5,884,000 will be made during November 2003. Item 7. Financial Statements and Exhibits (b) Pro forma financial information. The following unaudited pro forma consolidated balance sheet and statements of operations reflect the operations of the Registrant as if Shadow Brook Apartments had been sold on January 1, 2002. The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have resulted had the sale been consummated on the date indicated, nor do they represent a forecast thereof at any future date or for any future period. This pro forma information should be read in conjunction with the Registrant's 2002 Annual Report on Form 10-KSB. PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands) September 30, 2003 All other assets $ 326 Investment properties, net 2,457 Total Assets $ 2,783 All other liabilities $ 530 Mortgage notes payable 3,633 Partners' deficit (1,380) Total Liabilities and Partners' Deficit $ 2,783 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit data)
Nine Months Nine Months Ended Ended Year Ended September 30, September 30, December 31, 2003 2002 2002 Total revenues $ 1,060 $ 1,140 $ 1,532 Total expenses 1,477 1,428 1,805 Net loss $ (417) $ (288) $ (273) Net loss per limited partnership unit $ (2.41) $ (1.66) $ (1.57)
(c) Exhibits. The following exhibits are filed with this report (1): 10.24 Purchase and Sale Contract between Multi-Benefit Realty Fund '87-1 and RDO Properties, LLC, dated August 7, 2003. 10.25 Amendment to Purchase and Sale Contract between Multi-Benefit Realty Fund '87-1 and RDO Properties, LLC, dated September 11, 2003. 10.26 Second Amendment to Purchase and Sale Contract between Multi-Benefit Realty Fund '87-1 and RDO Properties, LLC, dated September 18, 2003. 10.27 Third Amendment to Purchase and Sale Contract between Multi-Benefit Realty Fund '87-1 and RDO Properties, LLC, dated October 10, 2003. (1) Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MULTI-BENEFIT REALTY FUND '87-1 By: CONCAP EQUITIES, INC. Its General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President Date: November 10, 2003 Exhibit 10.24 PURCHASE AND SALE CONTRACT BETWEEN MULTI-BENEFIT REALTY FUND `87-1, a California limited partnership AS SELLER AND RDO PROPERTIES, LLC A Utah limited liability company AS PURCHASER SHADOW BROOK APARTMENTS ARTICLE 1 DEFINED TERMS.................................................1 ARTICLE 2 PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT...................6 2.1 Purchase and Sale................................................6 2.2 Purchase Price and Deposit.......................................6 2.3 Escrow Provisions Regarding Deposit..............................7 ARTICLE 3 FEASIBILITY PERIOD............................................8 3.1 Feasibility Period...............................................8 3.2 Expiration of Feasibility Period.................................8 3.3 Conduct of Investigation.........................................9 3.4 Purchaser Indemnification........................................9 3.5 Property Materials..............................................10 3.6 Property Contracts..............................................11 3.7 Rent Roll.......................................................11 3.8 Excluded Fixtures and Tangible Property.........................11 3.9 Seller's Failure to Deliver Due Diligence Materials.............11 ARTICLE 4 TITLE........................................................12 4.2 Survey..........................................................12 4.3 Objection and Response Process..................................12 4.4 Permitted Exceptions............................................13 4.5 Assumed Encumbrances............................................13 ARTICLE 5 CLOSING......................................................15 5.1 Closing Date....................................................15 5.2 Seller Closing Deliveries.......................................15 5.3 Purchaser Closing Deliveries....................................16 5.4 Closing Prorations and Adjustments..............................17 5.5 Post Closing Adjustments........................................20 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.......21 6.1 Seller's Representations........................................21 6.2 AS-IS...........................................................22 6.3 Survival of Seller's Representations............................23 6.4 Definition of Seller's Knowledge................................23 6.5 Representations And Warranties Of Purchaser.....................23 ARTICLE 7 OPERATION OF THE PROPERTY....................................24 7.1 Leases and Property Contracts...................................24 7.2 General Operation of Property...................................24 7.3 Liens...........................................................25 ARTICLE 8 CONDITIONS PRECEDENT TO CLOSING..............................25 8.1 Purchaser's Conditions to Closing...............................25 ARTICLE 9 BROKERAGE....................................................26 9.1 Indemnity.......................................................26 9.2 Intentionally Deleted...........................................26 9.3 Intentionally Deleted...........................................26 ARTICLE 10 DEFAULTS AND REMEDIES........................................26 10.1 Purchaser Default...............................................26 10.2 Seller Default..................................................27 ARTICLE 11 RISK OF LOSS OR CASUALTY.....................................28 11.1 Major Damage....................................................28 11.2 Minor Damage....................................................28 11.3 Repairs.........................................................28 ARTICLE 12 EMINENT DOMAIN...............................................28 12.1 Eminent Domain..................................................28 ARTICLE 13 MISCELLANEOUS................................................29 13.1 Binding Effect of Contract......................................29 13.2 Exhibits And Schedules..........................................29 13.3 Assignability...................................................29 13.4 Binding Effect..................................................29 13.5 Captions........................................................29 13.6 Number And Gender Of Words......................................29 13.7 Notices.........................................................29 13.8 Governing Law And Venue.........................................31 13.9 Entire Agreement................................................31 13.10 Amendments......................................................31 13.11 Severability....................................................32 13.12 Multiple Counterparts/Facsimile Signatures......................32 13.13 Construction....................................................32 13.14 Confidentiality.................................................32 13.15 Time Of The Essence.............................................32 13.16 Waiver..........................................................32 13.17 Attorneys Fees..................................................33 13.18 Time Periods....................................................33 13.19 1031 Exchange...................................................33 13.20 No Personal Liability of Officers, Trustees or Directors of Seller's Partners............................................33 13.21 No Exclusive Negotiations.......................................34 13.22 ADA Disclosure..................................................34 13.23 No Recording....................................................34 13.24 Relationship of Parties.........................................34 13.25 Dispute Resolution..............................................34 13.26 AIMCO Marks.....................................................35 13.27 Non-Solicitation of Employees...................................35 13.28 Survival........................................................35 13.29 Multiple Purchasers.............................................35 ARTICLE 14 LEAD-BASED PAINT DISCLOSURE..................................36 14.1 Disclosure......................................................36 14.2 Intentionally Deleted...........................................36 PURCHASE AND SALE CONTRACT THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 7th day of August, 2003 (the "Effective Date") by and between MULTI-BENEFIT REALTY FUND `87-1, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and RDO PROPERTIES, LLC, a Utah limited liability company, having a principal address at 5445 South Highland Drive, Salt Lake City, Utah ("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 Salt Lake County, Utah, as more particularly described in Exhibit A attached hereto and made a part hereof, and the improvements thereon, commonly known as the Shadow Brook 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 1... 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, a Maryland corporation. 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 Seller, the Property Manager, or AIMCO in the marketing, operation or use of the 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 ....."Assumed Deed of Trust" shall have the meaning set forth in Section 4.5.1. 1.1.6 ....."Assumed Encumbrances" shall have the meaning set forth in Section 4.5.1. 1.1.7 ....."Assumed Loan Documents" shall have the meaning set forth in Section 4.5.1. 1.1.8 .....Intentionally Deleted. 1.1.9 ....."Business Day" means any day other than a Saturday or Sunday or Federal holiday or legal holiday in the States of Colorado, Texas, or Utah. 1.1.10 ...."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. 1.1.11 ...."Closing Date" means the date on which date the Closing of the conveyance of the Property is required to be held pursuant to Section 5.1. 1.1.12 ...."Code" shall have the meaning set forth in Section 2.3.6. 1.1.13 ...."Consent Contract" shall have the meaning set forth in Section 14.2. 1.1.14 ...."Consultants" shall have the meaning set forth in Section 3.1. 1.1.15 ...."Damage Notice" shall have the meaning set forth in Section 11.1. 1.1.16 ...."Deed" shall have the meaning set forth in Section 5.2.1. 1.1.17 ...."Deposit" means, to the extent actually deposited by Purchaser with Escrow Agent, the Initial Deposit and the Additional Deposit. 1.1.18 ...."Escrow Agent" shall have the meaning set forth in Section 2.2.1. 1.1.19 ...."Excluded Permits" means those Permits which, under applicable law, are nontransferable and such other Permits, if any, as may be designated as Excluded Permits on Schedule 1.1.19. 1.1.20 ...."Existing Survey" shall have the meaning set forth in Section 4.2. 1.1.21 ...."Feasibility Period" shall have the meaning set forth in Section 3.1. 1.1.22 ...."Final Response Deadline" shall have the meaning set forth in Section 4.3. 1.1.23 ...."FHA" shall have the meaning set forth in Section 13.22. 1.1.24 ...."Fixtures and Tangible Personal Property" means all fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible personal property located on the Land or in the Improvements as of the Effective Date and used or usable in connection with the occupation or operation of all or any part of the Property, but only to the extent transferable. The term "Fixtures and Tangible Personal Property" does not include (a) equipment leased by Seller and the interest of Seller in any equipment provided to the Property for use, but not owned or leased by Seller, or (b) property owned or leased by any Tenant or guest, employee or other person furnishing goods or services to the Property, or (c) property and equipment owned by Seller, which in the ordinary course of business of the Property is not used exclusively for the business, operation or management of the Property, or (d) the property and equipment, if any, expressly identified in Schedule 1.1.24. 1.1.25 ...."General Assignment" shall have the meaning set forth in Section 5.2.3. 1.1.26 ...."Good Funds" shall have the meaning set forth in Section 2.2.1. 1.1.27 ...."Improvements" means all buildings and improvements located on the Land taken "as is." 1.1.28 ...."Initial Deposit" shall have the meaning set forth in Section 2.2.1. 1.1.29 ...."Land" means all of those certain tracts of land located in the State of Utah described on Exhibit A, and all rights, privileges and appurtenances pertaining thereto. 1.1.30 ...."Lease(s)" means the interest of 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 the Property and which are in force as of the Closing Date for the applicable Property. 1.1.31 ...."Leases Assignment" shall have the meaning set forth in Section 5.2.4. 1.1.32 ...."Lender" shall have the meaning set forth in Section 4.5.1. 1.1.33 ...."Loan" shall have the meaning set forth in Section 4.5.1. 1.1.34 ...."Loan Assumption Application" shall have the meaning set forth in Section 4.5.3. 1.1.35 ...."Loan Assumption and Release" shall have the meaning set forth in Section 4.5.2. 1.1.36 ...."Loan Balance" shall have the meaning set forth in Section 2.2.3. 1.1.37 ...."Losses" shall have the meaning set forth in Section 3.4.1. 1.1.38 ...."Materials" shall have the meaning set forth in Section 3.5. 1.1.39 ...."Miscellaneous Property Assets" means all contract rights, leases, concessions, warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of the Property and owned by Seller, excluding, however, (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) Seller's proprietary books and records, or (j) any right, title or interest in or to the AIMCO Marks. The term "Miscellaneous Property Assets" also shall include all of Seller's rights, if any, in and to the name "SHADOW BROOK APARTMENTS" as it relates solely to use in connection with the Property (and not with respect to any other property owned or managed by Seller, Property Manager, AIMCO, or their respective affiliates). Miscellaneous Property Assets also shall include the phone number for the general office for the Property, but only to the extent such phone number is (i) owned by Seller, (ii) assignable by Seller, and (iii) used by Seller exclusively for the Property (and not with respect to any of AIMCO's other properties). Seller makes no representations or warranties regarding its ability to require the local phone company or any other service provider to transfer the phone number to Purchaser. 1.1.40 ...."Note" shall have the meaning set forth in Section 4.5.1. 1.1.41 ...."Objection Deadline" shall have the meaning set forth in Section 4.3. 1.1.42 ...."Objection Notice" shall have the meaning set forth in Section 4.3. 1.1.43 ...."Objections" shall have the meaning set forth in Section 4.3. 1.1.44 ...."Permits" means all licenses and permits granted by any governmental authority having jurisdiction over the Property owned by Seller and required in order to own and operate the Property. 1.1.45 ...."Permitted Exceptions" shall have the meaning set forth in Section 4.4. 1.1.46 ...."Property" means (a) the Land and Improvements and all rights of Seller, if any, in and to all of the easements, rights, privileges, and appurtenances belonging or in any way appertaining to the Land and Improvements, (b) the right, if any and only to the extent transferable, of Seller in the Property Contracts, Leases, Permits (other than Excluded Permits), and the Fixtures and Tangible Personal Property, and (c) the Miscellaneous Property Assets owned by Seller which are located on the Property and used in its operation. 1.1.47 ...."Property Contracts" means all contracts, agreements, equipment leases, purchase orders, maintenance, service, or utility contracts and similar contracts, excluding Leases, which relate to the ownership, maintenance, construction or repair and/or operation of the Property, but only to the extent the assignment of such contract to Purchaser is permitted pursuant to the express terms of such contract, and not including (a) any national contracts entered into by Seller, Property Manager, or AIMCO with respect to the Property (i) which terminate automatically upon transfer of the Property by Seller, or (ii) which Seller, in Seller's sole discretion, elects to terminate with respect to the Property effective as of the Closing Date, or (b) any property management contract for the Property. Property Contracts shall not include forward or similar long-term contracts to purchase electricity, natural gas, or other utilities, which contracts shall be "Utility Contracts" governed by the provisions of Section 5.4.11. 1.1.48 ...."Property Contracts Notice" shall have the meaning set forth in Section 3.6. 1.1.49 ...."Property Manager" means the current property manager of the Property. 1.1.50 ...."Proration Schedule" shall have the meaning set forth in Section 5.4.1. 1.1.51 ...."Purchase Price" means the consideration to be paid by Purchaser to Seller for the purchase of the Property pursuant to Section 2.2. 1.1.52 ...."Regional Property Manager" shall have the meaning set forth in Section 6.4. 1.1.53 ...."Remediation" shall have the meaning set forth in Section 14.2. 1.1.54 ...."Rent-Ready Condition" means the physical condition to which Seller, in the ordinary course of its business, would prepare Tenant Units in anticipation of renting such Tenant Units to Prospective Tenants. 1.1.55 ...."Required Loan Fund Amounts" shall have the meaning set forth in Section 4.5.3. 1.1.56 ...."Response Deadline" shall have the meaning set forth in Section 4.3. 1.1.57 ...."Response Notice" shall have the meaning set forth in Section 4.3. 1.1.58 ...."Seller's Indemnified Parties" shall have the meaning set forth in Section 3.4.1 1.1.59 ...."Seller's Representations" shall have the meaning set forth in Section 6.1. 1.1.60 ...."Survey" shall have the meaning ascribed thereto in Section 4.2. 1.1.61 ...."Survival Period" shall have the meaning set forth in Section 6.3. 1.1.62 ...."Survival Provisions" shall have the meaning set forth in Section 13.28. 1.1.63 ...."Tenant" means any person or entity entitled to occupy any portion of the Property under a Lease. 1.1.64 ...."Tenant Deposits" means 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 Seller pursuant to the Leases. Tenant Deposits shall not include any non-refundable deposits or fees paid by Tenants to Seller, either pursuant to the Leases or otherwise. 1.1.65 ...."Tenant Security Deposit Balance" shall have the meaning set forth in Section 5.4.6.2. 1.1.66 ....Tenant Unit" means each apartment in the Property which is leased by Seller to Tenants in the ordinary course of Seller's business. 1.1.67 ...."Terminated Contracts" shall have the meaning set forth in Section 3.6. 1.1.68 ...."Testing" shall have the meaning set forth in Section 14.2. 1.1.69 ...."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 the Property. 1.1.70 ...."Title Commitment" shall have the meaning ascribed thereto in Section 4.1. 1.1.71 ...."Title Documents" shall have the meaning set forth in Section 4.1. 1.1.72 ...."Title Insurer" shall have the meaning set forth in Section 2.2.1. 1.1.73 ...."Title Policy" shall have the meaning set forth in Section 4.1. 1.1.74 ...."Uncollected Rents" shall have the meaning set forth in Section 5.4.6.1. 1.1.75 ...."Utility Contract " shall have the meaning set forth in Section 5.4.11. 1.1.76 ...."Vendor Terminations" shall have the meaning set forth in Section 5.2.5. ARTICLE 2... 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 $14,750,000.00, which shall be paid by Purchaser, as follows: 2.2.1 .....On the Effective Date, Purchaser shall deliver to Fidelity National Title Company, c/o Lolly Avant, National Commercial Closing Specialist, 1900 West Loop South, Suite 650, Houston, TX 77027, Telephone: 1-800-879-1677 ("Escrow Agent" or "Title Insurer") an initial deposit (the "Initial Deposit") of $147,500.00 by wire transfer of immediately available funds ("Good Funds"). The Initial Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3. 2.2.2 .....On the day that the Feasibility Period expires, Purchaser shall deliver to Escrow Agent an additional deposit (the "Additional Deposit") of $147,500.00 by wire transfer of Good Funds. The Additional Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3. 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 Note, together with all accrued but unpaid interest (if any) thereon, as of the Closing Date (the "Loan Balance"). 2.2.4 .....The balance of the Purchase Price for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 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 Seller's lender). 2.3 Escrow Provisions Regarding Deposit. 2.3.1 .....Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract. 2.3.2 .....Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date, at which time the Deposit shall be applied against the Purchase Price, or (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 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 (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 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 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. 2.3.4 .....The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney's fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent. 2.3.5 .....The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto 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 Seller, and the same shall become fully effective upon execution by Purchaser and Seller, 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, Seller, and their respective attorneys 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 Deed to Purchaser. ARTICLE 3... FEASIBILITY PERIOD 3.1 Feasibility Period. Subject to the terms of Section 3.3 and 3.4 and the right of Tenants under the Leases, from the Effective Date to and including the date which is 35 days after the Effective Date (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 Property: 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 Property (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 Property; 3.1.3 .....To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property; 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 by giving written notice to that effect to Seller 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 Purchaser's liability pursuant to Section 3.3 and any other provision of this Contract which survives such termination, and Escrow Agent shall forthwith return the Initial Deposit 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 Initial Deposit). If Purchaser fails to provide Seller 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 and, when delivered in accordance with Section 2.2.2, the Additional Deposit) shall be non-refundable, and Purchaser's obligation to purchase the Property 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 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 notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all Inspections conducted at the Property. Purchaser shall have access to a reasonable number of vacant and occupied units at the Property, subject to the rights of Tenants under the Leases and applicable law. All information made available by Seller 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 Property 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 Deed to Purchaser. 3.4 Purchaser Indemnification. 3.4.1 .....Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller's sole discretion), defend (with counsel approved by Seller) Seller, together with Seller's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including Seller, "Seller's Indemnified Parties"), from and against any and all damages, mechanics' liens, liabilities, 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 Consultant's entry onto the Property, and any Inspections or other matters performed by Purchaser with respect to the Property during the Feasibility Period or otherwise. 3.4.2 .....Notwithstanding anything in this Contract to the contrary, 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 best efforts to minimize disruption to Tenants in connection with Purchaser's or its Consultants' activities pursuant to this Section. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore, at Purchaser's sole cost and expense, the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and comprehensive public liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one or more persons and $500,000.00 with respect to property damage, by water or otherwise, 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. As a condition to Purchaser's entry onto the Property, 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) no later than 2 days prior to Purchaser's or Purchaser's Consultants' entry onto the Property. 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 Deed to Purchaser. 3.5 Property Materials. 3.5.1 .....Within 5 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 (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 5-day 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 (other than as expressly provided under Section 3.9) 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 such information and 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. Any information and Materials provided by Seller 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 Seller as a condition to return of the 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 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 available to Seller after reasonable inquiry to ascertain their availability. Purchaser understands that, although Seller will use commercially reasonable efforts to locate and make available the Materials and other documents required to be delivered or made available by Seller 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 the 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 Property. 3.5.3 .....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 Seller (the "Property Contracts Notice") specifying any Property Contracts with respect to which Purchaser desires to have Seller deliver notices of termination 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, (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 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. 3.7 Rent Roll. 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 rent roll for the Property listing the move-in date, monthly base rent payable, lease expiration date and unapplied security deposit for each Lease (the "Rent Roll"). The Rent Roll shall be part of the Materials for all purposes under this Contract and Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.7. Seller shall update the Rent Roll in accordance with Section 5.2.10. 3.8 Excluded Fixtures and Tangible Property. Within 5 days after the Effective Date, Seller shall deliver to Purchaser a list, prepared to Seller's knowledge (as defined in Section 6.4), of the excluded Fixtures and Tangible Personal Property described in Section 1.1.24 (a) and (c). 3.9 Seller's Failure to Deliver Due Diligence Materials. If Purchaser believes that Seller has failed to deliver to Purchaser, on or before the deadline for such delivery set forth in this Contract, any Materials, Title Documents, Survey, or other item which this Contract expressly requires Seller to deliver to Purchaser, Purchaser shall deliver written notice to Seller no later than 2 Business Days after such failure and the expiration of the Feasibility Period set forth in Section 3.1 shall be extended on a day-for-day basis for each day that such item is delivered late by Seller, up to a maximum of 5 additional days. In no event shall the Feasibility Period be extended to more than 40 days after the Effective Date pursuant to the foregoing sentence. ARTICLE 4... TITLE 4.1 Title Documents. Within 5 calendar days after the Effective Date, Seller shall cause to be delivered to Purchaser a standard form commitment for title insurance ("Title Commitment") for the Property in an amount equal to the Purchase Price from Title Insurer for a standard coverage policy of title insurance (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"). 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. Within 3 Business Days after the Effective Date, Seller shall deliver to Purchaser or make available at the Property any existing survey of the Property (the "Existing Survey") which to Seller's knowledge is in Seller's possession or reasonable control (subject to Section 3.5.2); provided, however, in the event that such Existing Survey was prepared in connection with the sale of the Property, then Seller shall deliver the same to Purchaser and Purchaser shall pay the costs thereof. Purchaser acknowledges and agrees that delivery of the Existing Survey is subject to Section 3.5.2. Seller has ordered a new survey (together with the Existing Survey, referred to herein as the "Survey") of the Property. Purchaser shall be solely responsible for the cost and expense of the preparation of such new survey. 4.3 Objection and Response Process. On or before the date which is 20 days after the Effective Date (the "Objection Deadline"), Purchaser shall give written notice (the "Objection Notice") to the attorneys for Seller of any matter set forth in the Title Documents or the Survey to which Purchaser objects (the "Objections"). If Purchaser fails to tender an Objection Notice on or before the Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters covered by the Title Documents and the Survey. On or before 25 days after the Effective Date (the "Response Deadline"), Seller may, in Seller's sole discretion, give Purchaser notice (the "Response Notice") of those Objections which Seller is willing to cure, 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, Purchaser may, as its exclusive remedy, elect by written notice given to Seller on or before 30 days after the Effective Date (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 which event the Initial Deposit shall be returned 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 Initial Deposit). 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, subject only to 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). 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 recognizes and agrees that, in connection with a loan (the "Loan") made to Seller by GMAC Commercial Mortgage Corporation as assigned to Federal Home Loan Corporation (the "Lender"), the Property presently is encumbered by a Multi Family Deed of Trust, Assignment of Rents and Security Agreement dated August 30, 2001 and recorded September 5, 2001 (the "Assumed Deed of Trust") and certain other security and related documents, including, without limitation, an Indemnification Agreement dated August 30, 2001 and a Limited Guaranty dated as of August 30, 2001, in connection with the Loan (collectively, the "Assumed Encumbrances"). The Loan is evidenced by that certain promissory note dated August 30, 2001 in the stated principal amount of $8,775,000.00 (the "Note," and together with the Assumed Deed of Trust, the Assumed Encumbrances and any other documents executed by Seller in connection with the Loan, the "Assumed Loan Documents"), executed by Seller and payable to the order of the Lender. The outstanding principal balance of the Note as of July 1, 2003 is $8,385,220.47. 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 which are in Seller's possession or reasonable control (subject to Section 3.5.2). 4.5.2 .....Purchaser agrees that, at the Closing, (a) Purchaser shall assume Seller's obligations under the Note and all of the other Assumed Loan Documents and accept title to the Property subject to the Deed of Trust and the Assumed Encumbrances, and (b) the Lender shall release Seller, as well as any guarantors and other obligated parties under the Assumed Loan Documents, from all obligations under the Assumed Loan Documents (and any related guarantees or letters of credit), including, without limitation, any obligation to make payments of principal and interest under the Note (collectively, the foregoing (a) and (b) referred to herein as the "Loan Assumption and Release"). 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, shall 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 Loan together with all documents and information required in connection therewith (the "Loan Assumption Application"). Purchaser shall comply with of Lender's assumption guidelines in connection with the Loan Assumption and Release. 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 (which obligation shall survive the termination of this Contract and the Closing). Additionally, 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. 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. No later than 15 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. 4.5.4 .....If (a) Purchaser fully complies with its obligations under this Contract (including this Section 4.5) and the requirements of the Assumed Loan Documents in connection with obtaining the Loan Assumption and Release, (b) Purchaser uses best efforts to obtain the Loan Assumption Release, and (c) Purchaser does not obtain the consent of the Lender to the Loan Assumption and Release on or before 3 Business Days prior to the Closing Date (the "Loan Approval Period") for reasons other than (i) Purchaser's failure to submit a complete Loan Assumption Application, or (ii) Purchaser's creditworthiness, then Purchaser shall have the right, on or before the expiration of the Loan Approval Period, to give Escrow Agent notice terminating this Contract based solely on the fact that the Loan Assumption and Release has not been approved by the Lender (the "Loan Approval Termination"), in which event this Contract shall be of no further force and effect, subject to and except for Purchaser's liability pursuant to Section 3.3 and any other provision of this Contract which survives such termination, and Escrow Agent shall forthwith return the Deposit to Purchaser. If Purchaser fails to provide Seller with written notice of 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 4.5.4 shall be permanently waived, this Contract shall remain in full force and effect, the Deposit shall be non-refundable, 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 either (x) the Loan Approval Period expires and Purchaser is entitled to but does not terminate this Contract, or (y) Purchaser does not obtain the consent of the Lender to the Loan Assumption and Release on or before 3 Business Days prior to the Closing Date because either (I) Purchaser's failed to submit a complete Loan Assumption Application, or (II) Lender determined that Purchaser was not creditworthy, 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 Closing has not occurred on or before the Closing Date, Purchaser shall be in default under this Contract, entitling the 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 Purchaser's liability pursuant to Section 3.3 and any other provision of this Contract which survives such termination. Under no circumstances shall Seller be required to cause the pay-off of the Loan at the Closing. ARTICLE 5... CLOSING 5.1 Closing Date. The Closing shall occur 30 days following the expiration of the Feasibility Period (the "Closing Date") through an escrow with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Notwithstanding the foregoing to the contrary, Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the preceding sentence, or to such other date (either in the same month or the next) as Seller reasonably determines is desirable in connection with the Loan Assumption and Release. Further, the Closing Date may be extended without penalty at the option of Seller either (a) to a date not later than 30 days following the Closing Date specified in the first sentence of this paragraph above (or, if applicable, as extended by Seller pursuant to the second sentence of this paragraph) to satisfy a condition to be satisfied by Seller, (b) to a date following the Closing Date specified in the first sentence of this paragraph above (or, if applicable, as extended by Seller pursuant to the second sentence of this paragraph) in order to finalize the drafting with Lender and Lender's counsel of all documents necessary or desirable to accomplish the Loan Assumption and Release, or (c) such later date as is mutually acceptable to Seller and Purchaser. Provided that Purchaser is not in default under the terms of this Contract, Purchaser shall be permitted a one-time 30-day extension of the Closing Date specified in the first sentence of this Section 5.1 by (i) delivering written notice to Seller no later than 5 days prior to the scheduled Closing Date, and (ii) simultaneously with such notice to Seller, delivering to Escrow Agent the amount of $147,500.00, 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 (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 .....A Bill of Sale in the form attached as Exhibit C. 5.2.3 .....A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 .....An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 .....A letter prepared by Purchaser and countersigned by Seller to each of the vendors under the Terminated Contracts informing them 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"). 5.2.6 .....A closing statement executed by Seller. 5.2.7 .....A title affidavit or at Seller's option an indemnity, as applicable, in the customary form reasonably acceptable to Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and 5.2.8 .....A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 .....Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 .... An updated Rent Roll reflecting the information required in Section 3.5.3; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.3 Purchaser Closing Deliveries. No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing: 5.3.1 .....The full Purchase Price (with credit for the Deposit and, if applicable, the Loan Balance), plus or minus the adjustments or prorations required by this Contract. 5.3.2 .....A title affidavit (or at Purchaser's option an indemnity) pertaining to Purchaser's activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 .....Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 .....A closing statement executed by Purchaser. 5.3.5 .....A countersigned counterpart of the General Assignment. 5.3.6 .....A countersigned counterpart of the Leases Assignment. 5.3.7 .....Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit F. 5.3.8 .....The Vendor Terminations. 5.3.9 .....Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.10 ....Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction. 5.3.11 ....All documents, instruments, guaranties, Lender Fees, Required Loan Fund Amounts, and other items or funds required by the Lender to cause the Loan Assumption and Release. 5.4 Closing Prorations and Adjustments. 5.4.1 .....General. All normal and customarily proratable items, including, without limitation, collected rents, operating expenses, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, Seller being charged or credited, as appropriate, for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date, if assumed by Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. Seller shall prepare a proration schedule (the "Proration Schedule") of the adjustments described in this Section 5.4 prior to Closing. Such adjustments shall be paid by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser), by increasing or reducing the cash to be paid by Purchaser at Closing. 5.4.2 .....Operating Expenses. All of the operating, maintenance, taxes (other than real estate taxes, such as rental taxes), and other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business for the management and operation of the Property, shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to Closing and Purchaser shall pay all such expenses that accrue from and after the Closing Date. 5.4.3 .....Utilities. The final readings and final billings for utilities will be made if possible as of the Closing Date, in which case Seller shall pay all such bills as of the Closing Date and no proration shall be made at the Closing with respect to utility bills. Otherwise, a proration shall be made based upon the parties' reasonable good faith estimate and a readjustment made within 30 days after the Closing, if necessary. Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and Seller shall notify each utility company serving the Property to terminate Seller's account, effective as of noon on the Closing Date. 5.4.4 .....Real Estate Taxes. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the calendar year of Closing, shall be prorated to the date of Closing, based upon actual days involved. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. The proration of real property taxes or installments of assessments shall be final and not subject to re-adjustment after Closing. 5.4.5 .....Property Contracts. Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser, subject to proration of operating expenses under Section 5.4.2. 5.4.6 .....Leases. 5.4.6.1 ...All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of the Property shall be prorated as of the Closing Date (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Seller such accrued Uncollected Rents as and when collected by Purchaser. Purchaser agrees to bill Tenants of the Property for all Uncollected Rents and to take reasonable actions to collect Uncollected Rents. After the Closing, Seller shall continue to have the right, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by Seller of such right. Purchaser agrees to cooperate with Seller in connection with all efforts by Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, within 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by Seller; provided, however, that Purchaser's obligation to cooperate with Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant lease with an existing Tenant or evict or bring other legal proceedings against any existing Tenant from the Property. 5.4.6.2 ...At Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to the received and unapplied balance of all cash (or cash equivalent) Tenant Deposits, including, but not limited to, security, damage or other refundable deposits or required to be paid by any of the Tenants to secure their respective obligations under the Leases, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or state law (the "Tenant Security Deposit Balance"). Any cash (or cash equivalents) held by Seller which constitute the Tenant Security Deposit Balance shall be retained by Seller in exchange for the foregoing credit against the Purchase Price and shall not be transferred by Seller pursuant to this Contract (or any of the documents delivered at Closing), but the obligation with respect to the Tenant Security Deposit Balance nonetheless shall be assumed by Purchaser. The Tenant Security Deposit Balance shall not include any non-refundable deposits or fees paid by Tenants to Seller, either pursuant to the Leases or otherwise. 5.4.6.3 ...With respect to operating expenses, taxes, utility charges, other operating cost pass-throughs, retroactive rental escalations, sums or charges payable by Tenants under the Tenant Leases, to the extent that Seller has received as of the Closing payments allocable to periods subsequent to Closing, the same shall be properly prorated with an adjustment in favor of Purchaser, and Purchaser shall reserve a credit therefor at Closing. With respect to any payments received by Purchaser after the Closing allocable to Seller prior to Closing, Purchaser shall promptly pay the same to Seller. 5.4.7 .....Existing Loan. Seller shall be responsible for all principal required to be paid under the terms of the Note prior to Closing, together with all interest accrued under the Note prior to Closing, all of which may be a credit against the Purchase Price as provided in Section 2.2.3. Purchaser shall be responsible for the payment of all principal required to be paid from and after Closing, together with all interest accruing under the Note from and after Closing. Purchaser also shall be responsible for all Lender Fees and all other fees, penalties, interest and other amounts due and owing from and after Closing under the Assumed Loan Documents (including, without limitation, as a result of Loan Assumption and Release). As set forth in Section 4.5.3, any existing reserves, impounds and other accounts maintained in connection with the Loan and required to be replaced by Purchaser, shall be released in Good Funds to Seller at the Closing. 5.4.8 .....Insurance. No proration shall be made in relation to insurance premiums and insurance policies will not be assigned to Purchaser. 5.4.9 .....Employees. All of Seller's and Seller's manager's on-site employees shall have their employment at the Property terminated as of the Closing Date. 5.4.10 ....Closing Costs. Purchaser shall pay any transfer, mortgage assumption. sales, use, gross receipts or similar taxes, the cost of recording any instruments required to discharge any liens or encumbrances against the Property, any premiums or fees required to be paid by Purchaser with respect to the Title Policy pursuant to Section 4.1, and one-half of the customary closing costs of the Escrow Agent. Seller shall pay the base premium for the Title Policy to the extent required by Section 4.1, and one-half of the customary closing costs of the Escrow Agent. 5.4.11 ....Utility Contracts. If Seller has entered into an agreement for the purchase of electricity, gas or other utility service for the Property or a group of properties (including the Property) (a "Utility Contract"), or an affiliate of Seller has entered into a Utility Contract, then, at the option of Seller, (a) Purchaser either shall assume the Utility Contract with respect to the Property, or (b) the reasonably calculated costs of the Utility Contract attributable to the Property from and after the Closing shall be paid to Seller at the Closing and Seller shall remain responsible for payments under the Utility Contract. 5.4.12 ....Survival. The provisions of this Section 5.4 shall survive the Closing and delivery of the Deed to Purchaser. 5.4.13 ....Possession. Possession of the Property, subject to the Leases, Property Contracts which are not identified as Terminated Contracts during the Feasibility Period (subject to the limitations of Section 3.6), and Permitted Exceptions, shall be delivered to Purchaser at the Closing upon release from escrow of all items to be delivered by Purchaser pursuant to Section 5.3, including, without limitation, the Purchase Price. To the extent reasonably available to Seller, originals or copies of the Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the property, and Seller's books and records (other than proprietary information) regarding the Property shall be made available to Purchaser at the Property after the Closing. 5.5 Post Closing Adjustments. In general, and except as provided in this Contract or the Closing Documents, Seller shall be entitled to all income, and shall pay all expenses, relating to the operation of the Property for the period prior to the Closing Date and Purchaser shall be entitled to all income, and shall pay all expenses, relating to the operation of the Property for the period commencing on and after the Closing Date. Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom) in accordance with the provisions of Section 5.4 of this Contract; provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of 60 days after Closing, or (b) subject to such 60-day period, unless such items exceed $5,000.00 in magnitude (either individually or in the aggregate). The provisions of this Section 5.6 shall survive the Closing and delivery of the Deed to Purchaser. ARTICLE 6... REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER 6.1 Seller's Representations. Except, in all cases, for any fact, information or condition disclosed in the Title Documents, the Permitted Exceptions, the Property Contracts, or the Materials, or which is otherwise known by Purchaser prior to the Closing, Seller represents and warrants to Purchaser the following (collectively, the "Seller's Representations") as of the Effective Date and as of the Closing Date (provided that Purchaser's remedies if any such Seller's Representations are untrue as of the Closing Date are limited to those set forth in Section 8.1): 6.1.1 .....Seller is duly organized, validly existing and in good standing under the laws of the state of its formation set forth in the initial paragraph of this Contract; and, subject to Section 8.2.4, has or at the Closing shall have the entity power and authority to sell and convey the Property and to execute the documents to be executed by Seller and prior to the Closing will have taken as applicable, all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Contract, and the consummation of the transactions contemplated by this Contract. The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Seller is a party or by which Seller is otherwise bound, which conflict, breach or default would have a material adverse affect on Seller's ability to consummate the transaction contemplated by this Contract or on the Property. Subject to Section 8.2.4, this Contract is a valid, binding and enforceable agreement against Seller in accordance with its terms; 6.1.2 .....Other than the Leases, the Property is not subject to any written lease executed by Seller or, to Seller's knowledge, any other possessory interests of any person; 6.1.3 .....Seller is not a "foreign person," as that term is used and defined in the Internal Revenue Code, Section 1445, as amended; 6.1.4 .....Except for any actions by Seller to evict Tenants under the Leases, to Seller's knowledge, there are no actions, proceedings, litigation or governmental investigations or condemnation actions either pending or threatened against the Property; 6.1.5 .....To Seller's knowledge, Seller has not received any written notice from a governmental agency of any uncured material violations of any federal, state, county or municipal law, ordinance, order, regulation or requirement affecting the Property; and 6.1.6 .....To Seller's knowledge, Seller has not received any written notice of any material default by Seller under any of the Property Contracts that will not be terminated on the Closing Date. 6.1.7 .....To the knowledge of Seller, the Rent Roll (as updated pursuant to Section 5.2.10) is accurate in all material respects. 6.1.8 .....To Seller's knowledge: (A) no hazardous or toxic materials or other substances regulated by applicable federal or state environmental laws are stored by Seller on, in or under the Property in quantities which violate applicable laws governing such materials or substances, and (B) the Property is not used by Seller for the storage, treatment, generation or manufacture of any hazardous or toxic materials or other substances in a manner which would constitute a violation of applicable federal or state environmental laws. 6.1.9 .....To Seller's knowledge, Seller has not received any written notice from any third-party of any violation of the ADA affecting the Property. (For purposes of the foregoing sentence, third party shall not include Purchaser or Purchaser's Consultants.) 6.2 AS-IS. Except for Seller's Representations, the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and is not relying upon, any information provided by Seller or statements, representations or warranties, express or implied, made by or enforceable directly against Seller, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller's Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller's Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller's Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, any offering prepared in connection with the sale of the Property, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, summaries, opinions or work product shall not create or give rise to any liability of or against Seller's Indemnified Parties. Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters. The provisions of this Section 6.2 shall survive the Closing and delivery of the Deed to Purchaser. 6.3 Survival of Seller's Representations. Seller and Purchaser agree that Seller's Representations shall survive Closing for a period of 12 months (the "Survival Period"). Seller shall have no liability after the Survival Period with respect to Seller's Representations contained herein except to the extent that Purchaser has requested arbitration against Seller during the Survival Period for breach of any of Seller's Representations. Under no circumstances shall Seller be liable to Purchaser for more than $150,000.00 in any individual instance or in the aggregate for all breaches of Seller's Representations, nor shall Purchaser be entitled to bring any claim for a breach of Seller's Representations unless the claim for damage (either in the aggregate or as to any individual claim) by Purchaser exceeds $5,000.00. In the event that Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the Closing Date, Purchaser shall be deemed to have waived any right of recovery, and Seller shall not have any liability in connection therewith. 6.4 Definition of Seller's Knowledge. Any representations and warranties made "to the knowledge of Seller" shall not be deemed to imply any duty of inquiry. For purposes of this Contract, the term Seller's "knowledge" shall mean and refer only to actual knowledge of the Designated Representative of the Seller and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, employee or representative of the Seller, or any affiliate of the Seller, or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representative any individual personal liability. As used herein, the term Designated Representative shall refer to Kendra Miller and Jody Nelsen, who are, respectively, the Regional Property Manager and Community Manager handling this Property (the "Regional Property Manager"). 6.5 Representations And Warranties Of Purchaser. For the purpose of inducing Seller to enter into this Contract and to consummate the sale and purchase of the Property in accordance herewith, Purchaser represents and warrants to Seller the following as of the Effective Date and as of the Closing Date: 6.5.1 .....Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of Utah. 6.5.2 .....Purchaser, acting through any of its or their duly empowered and authorized officers or members, has all necessary entity power and authority to own and use its properties and to transact the business in which it is engaged, and has full power and authority to enter into this Contract, to execute and deliver the documents and instruments required of Purchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser's partners, directors, officers or members are required to so empower or authorize Purchaser. The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Purchaser is a party or by which Purchaser is otherwise bound, which conflict, breach or default would have a material adverse affect on Purchaser's ability to consummate the transaction contemplated by this Contract. This Contract is a valid, binding and enforceable agreement against Purchaser in accordance with its terms. 6.5.3 .....No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Contract or would declare illegal, invalid or non-binding any of Purchaser's obligations or covenants to Seller. 6.5.4 .....Other than Seller's Representations, Purchaser has not relied on any representation or warranty made by Seller or any representative of Seller in connection with this Contract and the acquisition of the Property. The provisions of this Section 6.6 shall survive the Closing and delivery of the Deed to Purchaser. ARTICLE 7... OPERATION OF THE PROPERTY 7.1 Leases and Property Contracts. During the period of time from the Effective Date to the Closing Date, in the ordinary course of business Seller may enter into new Property Contracts, new Leases, renew existing Leases or modify, terminate or accept the surrender or forfeiture of any of the Leases, modify any Property Contracts, or institute and prosecute any available remedies for default under any Lease or Property Contract without first obtaining the written consent of Purchaser; provided, however, Seller agrees that any such new Property Contracts or any new or renewed Leases shall not have a term in excess of 1 year (or such longer period of time for which such Property Contracts or Leases are entered into by Seller in the ordinary course of its operation of the Property) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. 7.2 General Operation of Property. 7.2.1 .....Except as specifically set forth in this Article 7, Seller shall operate the Property after the Effective Date in the ordinary course of business, and except as necessary in the Seller's sole discretion to address (a) any life or safety issue at the Property or (b) any other matter which in Seller's reasonable discretion materially adversely affecting the use, operation or value of the Property, Seller will not make any material alterations to the Property or remove any material Fixtures and Tangible Personal Property without the prior written consent of Purchaser which consent shall not be unreasonably withheld, denied or delayed. 7.2.2 .....Seller agrees that at the Closing (a) Seller will deliver to Purchaser the same number (or less) of Tenant Units which were vacant and not in Rent-Ready Condition on the date that the Feasibility Period expired, or (b) Purchaser shall receive a credit against the Purchase Price in an amount equal to the product of (i) the number of additional Tenant Units on the date of the Closing that are vacant and not in Rent-Ready Condition in excess of the number of Tenant Units that were vacant and not in Rent-Ready Condition on the date that the Feasibility Period expired, and (ii) $300.00. 7.2.3 .....Seller agrees to maintain its existing insurance policies (or replacement policies on comparable terms) covering the Property in full force and effect through the Closing Date. 7.3 Liens. Other than utility easements and temporary construction easements granted by Seller in the ordinary course of business, Seller covenants that it will not voluntarily create or cause any lien or encumbrance to attach to the Property between the Effective Date and the Closing Date (other than Leases and Property Contracts as provided in Section 7.1) unless Purchaser approves such lien or encumbrance, which approval shall not be unreasonably withheld or delayed. If Purchaser approves any such subsequent lien or encumbrance, the same shall be deemed a Permitted Encumbrance for all purposes hereunder. ARTICLE 8... CONDITIONS PRECEDENT TO CLOSING 8.1 Purchaser's Conditions to Closing. Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 .....All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 .....Each of the representations, warranties and covenants of Seller contained herein shall be true in all material respects as of the Closing Date; 8.1.3 .....Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 .....Neither Seller nor Seller's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. 8.2 Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller's obligation to close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.2.1 .....All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 .....Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 .....Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; and 8.2.4 .....Seller shall have received all consents and approvals to the consummation of the transactions contemplated hereby (a) of Seller's partners, members, managers, shareholders or directors to the extent required by Seller's (or Seller's affiliates') organizational documents, or (b) that are required by law. 8.2.5 .....The Loan Assumption and Release shall have occurred. If any of the foregoing conditions to Seller's obligation to close with respect to conveyance of the Property under this Contract are not met, Seller may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date, or (b) terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its remedies under Section 10.1. ARTICLE 9... BROKERAGE 9.1 Indemnity. Seller and Purchaser each represents and warrants to the other that it has not dealt with or utilized the services of any real estate broker, sales person or finder in connection with this Contract, and each party agrees to indemnify, hold harmless, and, if requested in the sole and absolute discretion of the indemnitee, defend (with counsel approved by the indemnitee) the other party from and against all Losses relating to brokerage commissions and finder's fees arising from or attributable to the acts or omissions of the indemnifying party. The provisions of this Section 9.1 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser. 9.2 Intentionally Deleted. 9.3 Intentionally Deleted. ARTICLE 10.. DEFAULTS AND REMEDIES 10.1 ......Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Initial Deposit or Additional Deposit, (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (c) deliver the Purchase Price at the time required by Section 2.2.4 and close on the purchase of the Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall have no further right to the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. If, Purchaser defaults in any of its other representations, warranties or obligations under this Contract, and such default continues for more than 10 days after written notice from Seller, then Purchaser shall have no further right to the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit is liquidated damages and recourse to the Deposit is, except for Purchaser's indemnity obligations hereunder, Seller's sole and exclusive remedy for Purchaser's failure to perform its obligation to purchase the Property or breach of a representation or warranty. Seller expressly waives the remedies of specific performance and additional damages for such default by Purchaser. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY OBLIGATIONS HEREUNDER. 10.2 ......Seller Default. If Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, at Purchaser's election and as Purchaser's sole and exclusive remedy, either (A) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (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 Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $147,500.00 in aggregate, or (B) Purchaser may seek specific performance of Seller's obligation to deliver the Deed pursuant to this Contract (but not damages). Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser's right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Seller pursuant to the foregoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY. ARTICLE 11.. RISK OF LOSS OR CASUALTY 11.1 ......Major Damage. In the event that the Property is damaged or destroyed by fire or other casualty prior to Closing, and the cost of repair is more than $300,000, then Seller shall have no obligation to repair such damage or destruction and shall notify Purchaser in writing of such damage or destruction (the "Damage Notice"). Within 10 days after Purchaser's receipt of the Damage Notice, Purchaser may elect at its option to terminate this Contract by delivering written notice to Seller. In the event Purchaser fails to terminate this Contract within the foregoing 10-day period, this transaction shall be closed in accordance with the terms of this Contract for the full Purchase Price notwithstanding any such damage or destruction and Purchaser shall receive all insurance proceeds pertaining thereto (plus a credit against the Purchase Price in the amount of any deductible payable by Seller in connection therewith) at Closing. 11.2 ......Minor Damage. In the event that the Property is damaged or destroyed by fire or other casualty prior to the Closing, and the cost of repair is less than $300,000, this transaction shall be closed in accordance with the terms of this Contract, notwithstanding the damage or destruction; provided, however, Seller shall make such repairs to the extent of any recovery from insurance carried on the Property if they can be reasonably effected before the Closing. Subject to Section 11.3, if Seller is unable to effect such repairs, then Purchaser shall receive all insurance proceeds pertaining thereto (plus a credit against the Purchase Price in the amount of any deductible payable by Seller in connection therewith) at Closing. 11.3 ......Repairs. To the extent that Seller elects to commence any repair, replacement or restoration of the Property prior to Closing, then Seller shall be entitled to receive and apply available insurance proceeds to any portion of such repair, replacement or restoration completed or installed prior to Closing, with Purchaser being responsible for completion of such repair, replacement or restoration after Closing from the balance of any available insurance proceeds. The provisions of this Section 11.3 shall survive the Closing and delivery of the Deed to Purchaser. ARTICLE 12.. EMINENT DOMAIN 12.1 ......Eminent Domain. In the event that, at the time of Closing, any material part of the Property is (or previously has been) acquired, or is about to be acquired, by any governmental agency by the powers of eminent domain or transfer in lieu thereof (or in the event that at such time there is any notice of any such acquisition or intent to acquire by any such governmental agency), Purchaser shall have the right, at Purchaser's option, to terminate this Contract by giving written notice within 10 days after Purchaser's receipt from Seller of notice of the occurrence of such event, and if Purchaser so terminates this Contract shall recover the Deposit hereunder (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 Deposit). If Purchaser fails to terminate this Contract within such 10-day period, this transaction shall be closed in accordance with the terms of this Contract for the full Purchase Price and Purchaser shall receive the full benefit of any condemnation award. It is expressly agreed between the parties hereto that this section shall in no way apply to customary dedications for public purposes which may be necessary for the development of the Property. ARTICLE 13.. MISCELLANEOUS 13.1 ......Binding Effect of Contract. This Contract shall not be binding on either party until executed by both Purchaser and Seller. As provided in Section 2.3.5, the Escrow Agent's execution of this Contract shall not be a prerequisite to its effectiveness. 13.2 ......Exhibits And Schedules. All Exhibits and Schedules, whether or not annexed hereto, are a part of this Contract for all purposes. 13.3 ......Assignability. This Contract is not assignable by Purchaser without first obtaining the prior written approval of the Seller, except that Purchaser may assign this Contract to one or more entities so long as (a) Purchaser is an affiliate of the purchasing entity(ies), and (b) Purchaser is not released from its liability hereunder. As used herein, an affiliate is a person or entity controlled by, under common control with, or controlling another person or entity. 13.4 ......Binding Effect. Subject to Section 13.3, this Contract shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors, heirs and permitted assigns. 13.5 ......Captions. The captions, headings, and arrangements used in this Contract are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. 13.6 ......Number And Gender Of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. 13.7 ......Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be (a) personally delivered with a written receipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; (c) sent by certified or registered mail, return receipt requested, or (d) sent by confirmed facsimile transmission with an original copy thereof transmitted to the recipient by one of the means described in subsections (a) through (c) no later than 3 Business Days thereafter.. All notices shall be deemed effective when actually delivered as documented in a delivery receipt; provided, however, that if the notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this paragraph, then the first attempted delivery shall be deemed to constitute delivery. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. All notices shall be sent to the addressee at its address set forth following its name below: ......To Purchaser: ......RDO Properties, LLC ......5445 South Highland Drive ......Salt Lake City, Utah ......Attention: David O'Leary ......Facsimile: 801-274-1062 with a copy to: ......David K. Broadbent, Esq. ......Holland & Hart ......60 E. South Temple, Suite 2000 ......Salt Lake City, UT 84111-1031 ......Facsimile: 801-364-9124 ......To Seller: c/o AIMCO 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attention: Patrick Slavin and Kris Vercauteren Telephone: 303-691-4340 Facsimile: 303-300-3282 ......And: c/o AIMCO 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 Attention: Mr. Harry Alcock Telephone: 303-691-4344 Facsimile: 303-300-3282 ......with copy to: Chad Asarch, Esq. ......Vice President and Assistant General Counsel ......AIMCO 4582 South Ulster Street Parkway Suite 1100 Denver, Colorado 80237 ......Telephone: 303-691-4303 Facsimile: 303-300-3297 ......and a copy to: ......Brownstein Hyatt & Farber, P.C. ......410 17th Street, 22nd Floor ......Denver, Colorado 80202 ......Attention: Gary M. Reiff, Esq. ......Telephone: 303-223-1100 ......Facsimile: 303-223-1111 Any notice required hereunder to be delivered to the Escrow Agent shall be delivered in accordance with above provisions as follows: ......Fidelity National Title Company ......1900 West Loop South, Suite 650 ......Houston, Texas 77027 ......Attention: Ms. Lolly Avant, National Commercial Closing Specialist ......Telephone: 800-879-1677 ......Facsimile: 713-623-4406 Unless specifically required to be delivered to the Escrow Agent pursuant to the terms of this Contract, no notice hereunder must be delivered to the Escrow Agent in order to be effective so long as it is delivered to the other party in accordance with the above provisions. 13.8 ......Governing Law And Venue. The laws of the State of Utah shall govern the validity, construction, enforcement, and interpretation of this Contract, unless otherwise specified herein except for the conflict of laws provisions thereof. Subject to Section 13.25, all claims, disputes and other matters in question arising out of or relating to this Contract, or the breach thereof, shall be decided by proceedings instituted and litigated in a court of competent jurisdiction in the state in which the Property is situated, and the parties hereto expressly consent to the venue and jurisdiction of such court. 13.9 ......Entire Agreement. This Contract embodies the entire Contract between the parties hereto concerning the subject matter hereof and supersedes all prior conversations, proposals, negotiations, understandings and Contracts, whether written or oral. 13.10 .....Amendments. This Contract shall not be amended, altered, changed, modified, supplemented or rescinded in any manner except by a written contract executed by all of the parties; provided, however, that, as provided in Section 2.3.5 above, the signature of the Escrow Agent shall not be required as to any amendment of this Contract other than an amendment of Section 2.3. 13.11 .....Severability. In the event that any part of this Contract shall be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed, and enforced to the maximum extent permitted by law. If such provision cannot be reformed, it shall be severed from this Contract and the remaining portions of this Contract shall be valid and enforceable. 13.12 .....Multiple Counterparts/Facsimile Signatures. This Contract may be executed in a number of identical counterparts. This Contract may be executed by facsimile signatures which shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter. 13.13 .....Construction. No provision of this Contract shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Contract; both parties, being represented by counsel, having fully participated in the negotiation of this instrument. 13.14 .....Confidentiality. Purchaser shall not disclose the terms and conditions contained in this Contract and shall keep the same confidential, provided that Purchaser may disclose the terms and conditions of this Contract (a) as required by law, (b) to consummate the terms of this Contract, or any financing relating thereto, or (c) to Purchaser's or Seller's lenders, attorneys, accountants and potential investors (provided that such potential investors shall be required to execute a written acknowledgment agreeing to be bound by the provisions of this Section 13.14). Any information and Materials provided by Seller to Purchaser hereunder are confidential and Purchaser shall be prohibited from making such information public to any other person or entity other than its agents and legal representatives, without Seller's prior written authorization, which may be granted or denied in Seller's sole discretion. Notwithstanding the foregoing, the parties (and each employee, representative, or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could result in a violation of any federal or state securities law. 13.15 .....Time Of The Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Contract. 13.16 .....Waiver. No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver, amendment, release, or modification of this Contract shall be established by conduct, custom, or course of dealing and all waivers must be in writing and signed by the waiving party. 13.17 .....Attorneys Fees. In the event either party hereto commences litigation or arbitration against the other to enforce its rights hereunder, the prevailing party in such litigation shall be entitled to recover from the other party its reasonable attorneys' fees and expenses incidental to such litigation and arbitration, including the cost of in-house counsel and any appeals. 13.18 .....Time Periods. Should the last day of a time period fall on a weekend or legal holiday, the next Business Day thereafter shall be considered the end of the time period. 13.19 .....1031 Exchange. Seller and Purchaser acknowledge and agree that the purchase and sale of the Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Contract, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Contract will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if Seller so elects to close the transfer of the Property as an exchange, then (i) Seller, at its sole option, may delegate its obligations to transfer the Property under this Contract, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an "Intermediary") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Seller pursuant to this Contract; (iii) Seller shall remain fully liable for its obligations under this Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of the Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire the Property under this Contract, and may assign its rights to receive the Property from Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Contract; (iii) Purchaser shall remain fully liable for its obligations under this Contract as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Seller; and (v) the closing of the acquisition of the Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be). 13.20 ..... No Personal Liability of Officers, Trustees or Directors of Seller's Partners. Purchaser acknowledges that this Contract is entered into by Seller which is a California limited partnership, and Purchaser agrees that none of Seller's Indemnified Parties shall have any personal liability under this Contract or any document executed in connection with the transactions contemplated by this Contract. 13.21 .....No Exclusive Negotiations. Seller shall have the right, at all times prior to the expiration of the Feasibility Period, to solicit backup offers and enter into discussions, negotiations, or any other communications concerning or related to the sale of the Property with any third-party; provided, however, that such communications are subject to the terms of this Contract, and that Seller shall not enter into any contract or binding Contract with a third-party for the sale of the Property unless such Contract is contingent on the termination of this Contract without the Property having been conveyed to Purchaser. 13.22 .....ADA Disclosure. Purchaser acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the "ADA") and the federal Fair Housing Act (the "FHA"). The ADA requires, among other matters, that tenants and/or owners of "public accommodations" remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Seller makes no warranty, representation or guarantee of any type or kind with respect to the Property's compliance with the ADA or the FHA (or any similar state or local law), and Seller expressly disclaims any such representation. 13.23 .....No Recording. Purchaser shall not cause or allow this Contract or any contract or other document related hereto, nor any memorandum or other evidence hereof, to be recorded or become a public record without Seller's prior written consent, which consent may be withheld at Seller's sole discretion. If the Purchaser records this Contract or any other memorandum or evidence thereof, Purchaser shall be in default of its obligations under this Contract. Purchaser hereby appoints the Seller as Purchaser's attorney-in-fact to prepare and record any documents necessary to effect the nullification and release of the Contract or other memorandum or evidence thereof from the public records. This appointment shall be coupled with an interest and irrevocable. 13.24 .....Relationship of Parties. Purchaser and Seller acknowledge and agree that the relationship established between the parties pursuant to this Contract is only that of a seller and a purchaser of property. Neither Purchaser nor Seller is, nor shall either hold itself out to be, the agent, employee, joint venturer or partner of the other party. 13.25 .....Dispute Resolution. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to the interpretation, performance, enforcement or breach of this Contract (and any closing document executed in connection herewith), including any claim based on contract, tort or statute, shall be resolved at the written request of any party to this Contract by binding arbitration. The arbitration shall be administered in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any matter to be settled by arbitration shall be submitted to the American Arbitration Association in the state in which the Property is located. The parties shall attempt to designate one arbitrator from the American Arbitration Association. If they are unable to do so within 30 days after written demand therefor, then the American Arbitration Association shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys' fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything herein to the contrary, this Section 13.25 shall not prevent Purchaser or Seller from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the state in which the Property is located (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Contract or to prevent irreparable harm and injury. The court's jurisdiction over any such equitable matter, however, shall be expressly limited only to the temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Contract between the parties hereto shall be determined through final and binding arbitration in accordance with this Section 13.25. 13.26 .....AIMCO Marks. Purchaser agrees that Seller, the Property Manager or AIMCO, or their respective affiliates, are the sole owners of all right, title and interest in and to the AIMCO Marks (or have the right to use such AIMCO Marks pursuant to license agreements with third parties) and that no right, title or interest in or to the AIMCO Marks is granted, transferred, assigned or conveyed as a result of this Contract. Purchaser further agrees that Purchaser will not use the AIMCO Marks for any purpose. 13.27 .....Non-Solicitation of Employees. Purchaser acknowledges and agrees that, without the express written consent of Seller, neither Purchaser nor any of Purchaser's employees, affiliates or agents shall solicit any of Seller's employees or any employees located at the Property (or any of Seller's affiliates' employees located at any property owned by such affiliates) for potential employment. 13.28 .....Survival. Except for (a) all of the provisions of this Article 13 (other than Section 13.19, 13.21 and 13.23), and (b) any provision of this Contract which expressly states that it shall so survive, and (c) any payment obligation of Purchaser under this Contract (the foregoing (a), (b) and (c) referred to herein as the "Survival Provisions"), none of the terms and provisions of this Contract shall survive the termination of this Contract, and, if the Contract is not so terminated, all of the terms and provisions of this Contract (other than the Survival Provisions) shall be merged into the Closing documents and shall not survive Closing. 13.29 .....Multiple Purchasers. As used in this Contract, the term "Purchaser" means all entities acquiring any interest in the Property at the Closing, including, without limitation, any assignee(s) of the original Purchaser pursuant to Section 13.3 of this Contract. In the event that "Purchaser" has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be made jointly and severally by all entities being a Purchaser hereunder. In the event that Seller receives notice from any entity being a Purchaser hereunder, the same shall be deemed to constitute notice from all entities being a Purchaser hereunder. In the event that any entity being a Purchaser hereunder takes any action, breaches any obligation or otherwise acts pursuant to the terms of this Contract, the same shall be deemed to be the action of the other entity(ies) being a Purchaser hereunder and the action of "Purchaser" under this Contract. In the event that Seller is required to give notice or take action with respect to Purchaser under this Contract, notice to any entity being a Purchaser hereunder or action with respect to any entity being a Purchaser hereunder shall be a notice or action to all entities being a Purchaser hereunder. In the event that any entity being a Purchaser hereunder desires to bring an action or arbitration against Seller, such action must be joined by all entities being a Purchaser hereunder in order to be effective. In the event that there is any agreement by Seller to pay any amount pursuant to this Contract to Purchaser under any circumstance, that amount shall be deemed maximum aggregate amount to be paid to all parties being a Purchaser hereunder and not an amount that can be paid to each party being a Purchaser hereunder. In the event that Seller is required to return the Initial Deposit, Additional Deposit or other amount to Purchaser, Seller shall return the same to any entity being a Purchaser hereunder and, upon such return, shall have no further liability to any other entity being a Purchaser hereunder for such amount. The foregoing provisions also shall apply to any documents, including, without limitation, the General Assignment and Assumption and the Assignment and Assumption of Leases and Security Deposits, executed in connection with this Contract and the transaction(s) contemplated hereby. ARTICLE 14.. LEAD-BASED PAINT DISCLOSURE 14.1 ......Disclosure. Seller and Purchaser hereby acknowledge delivery of the Lead Based Paint Disclosure attached as Exhibit G hereto. The provisions of this Section 14.1 shall survive the Closing and delivery of the Deed to Purchaser. 14.2 ......Intentionally Deleted. [Remainder of Page Intentionally Left Blank] NOW, THEREFORE, the parties hereto have executed this Contract as of the date first set forth above. ...... Seller: ...... MULTI-BENEFIT REALTY FUND `87-1, ...... a California limited partnership ...... By: Concap Equities, Inc. ...... a Delaware corporation, ...... Its General Partner ...... By: /s/Patrick F. Slavin ...... Name: Patrick F. Slavin ...... Title:Senior Vice President ...... Purchaser: ...... RDO PROPERTIES, LLC ...... a Utah limited liability company ...... By: /s/David O'Leary ...... Name: David O'Leary ...... Title:Member ESCROW AGENT SIGNATURE PAGE The undersigned executes the Contract to which this signature page is attached for the purpose of agreeing to the provisions of Section 2.3 of the Contract, and hereby establishes August 7, 2003 as the date of opening of escrow and designates FN # 193543 as the escrow number assigned to this escrow. ...... ESCROW AGENT: ...... FIDELITY NATIONAL TITLE COMPANY ...... By: /s/Rhonda P. Obaugh ...... Name: Rhonda P. Obaugh ...... Title:Vice President Exhibit 10.25 AMENDMENT TO PURCHASE AND SALE CONTRACT THIS AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into this 11th day of September, 2003 (the "Amendment Date"), by and between MULT-BENEFIT REALTY FUND '87-1, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and RDO PROPERTIES, LLC, a Utah limited liability company, having an address at 5445 South Highland Drive, Salt Lake City, Utah ("Purchaser"). (Seller and Purchaser collectively referred to as the "Parties" and each individually as "Party"). Recitals: A. WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract dated August 7, 2003 (the "Contract") for the Property described therein. B. WHEREAS, Seller and Purchaser desire to amend the Contract on the terms set forth herein. NOW, THEREFORE, in consideration of the Contract, the covenants, promises, agreements, and conditions contained herein, and for other good and valuable considerations, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties agree to amend the Contract as follows: Agreement: 1. Feasibility Period. The reference in Section 3.1 of the Contract to "35 days after the Effective Date" is hereby amended to read "42 days after the Effective Date". The foregoing amendment is not intended by the parties to extend any other limitation periods or deadlines in the Contract which are contingent upon the expiration date of the Feasibility Period, including, without limitation, the Closing Date specified in the first sentence of Section 5.1 of the Contract. 2. Closing Date. The reference in Section 5.1 of the Contract to "30 days following the expiration of the Feasibility Period" is hereby amended to read "on October 14, 2003". 3. Deletion of Section 3.9. Section 3.9 of the Contract is hereby deleted in its entirety. 4. Miscellaneous. The following provisions shall apply with respect to this Amendment: a. Except as modified herein, the Contract, is in full force and effect and is hereby ratified by Seller and Purchaser. b. Capitalized terms not defined herein shall have the same meaning as set forth in the Contract. c. In the event of any conflict between the Contract and this Amendment, the terms and conditions of this Amendment shall control. d. This Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement. Executed copies hereof may be delivered by telecopier and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter. [signature pages follow] NOW, THEREFORE, the Parties hereto have executed this Amendment as of the date first set forth above. Seller: MULTI-BENEFIT REALTY FUND '87-1, a California limited partnership By: Concap Equities, Inc. a Delaware corporation, Its General Partner By: /s/Patrick F. Slavin Name: Patrick F. Slavin Title:Senior Vice President [Purchaser signature page follows] [PURCHASER SIGNATURE PAGE TO AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SHADOW BROOK APARTMENTS] Purchaser: RDO PROPERTIES, LLC a Utah limited liability company By: /s/David O'Leary Name: David O'Leary Title:Member Exhibit 10.26 SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into to be effective as of the 18th day of September, 2003 (the "Amendment Date"), by and between MULTI-BENEFIT REALTY FUND '87-1, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and RDO PROPERTIES, LLC, a Utah limited liability company, having an address at 5445 South Highland Drive, Salt Lake City, Utah ("Purchaser"). (Seller and Purchaser collectively referred to as the "Parties" and each individually as "Party"). Recitals: A. WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract dated August 7, 2003 for the Property described therein, as amended by that certain Amendment to Purchase and Sale Contract dated September 11, 2003 (as amended, the "Contract"). B. WHEREAS, Seller and Purchaser desire to amend the Contract on the terms set forth herein. NOW, THEREFORE, in consideration of the Contract, the covenants, promises, agreements, and conditions contained herein, and for other good and valuable considerations, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties agree to amend the Contract as follows: Agreement: 1. Closing Credit. Provided that Purchaser fully complies with its obligations under the Contract, Purchaser shall receive a credit in the amount of $100,000.00 (the "Credit") against the Purchase Price at Closing. Purchaser agrees that (a) the Credit is intended as full satisfaction of all issues raised in Purchaser's letters of September 17, 2003 (collectively, the "Purchaser Letter"), (b) Seller shall have no obligation or liability whatsoever with respect to any of the matters set forth in the Purchaser Letter, and (c) Purchaser hereby forever discharges and releases Seller from all Losses relating to or arising from any matter set forth in the Purchaser Letter. 2. Feasibility Period. Purchaser hereby agrees that it has completed its review of the Property and agrees that it has approved all aspects of the Property and hereby waives its right to object (pursuant to Section 3.6 or 4.3 of the Contract or otherwise) to any matter concerning the Title Documents, the Survey, the Property Contracts, the Leases, the physical condition of the Property, or otherwise with respect to the Property. Purchaser agrees that Seller has made all required deliveries and performed all of Seller's required obligations under the Contract through the date hereof. With the sole exception of Purchaser's right to terminate the Contract pursuant to Section 4.5.4 thereof, Purchaser agrees that Purchaser's right to terminate the Contract is permanently waived, the Deposit is non-refundable, and Purchaser's obligation to purchase the Property is non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1 of the Contract. 3. Easement Agreement. (a) The following new Sections 5.2.11 and 5.2.12 are hereby added to the Contract: "5.2.11 An easement agreement, in substantially the form attached hereto as Exhibit H, duly executed by AIMCO/Brandywine, L.P. 5.2.12 A termination of declaration, executed by Seller and AIMCO Brandywine, L.P., with respect to that certain Declaration of Covenants and Mutual Easements dated April 5, 1983 and recorded April 12, 1983, at Book 5450, Page 2329 in the Office of the Recorder, Salt Lake County, Utah." (c) The following new Section 5.3.12 is hereby added to the Contract: "5.3.12 An easement agreement, in substantially the form attached hereto as Exhibit H, duly executed by Purchaser." (d) The form easement attached to this Amendment as Exhibit H is hereby appended to the Contract as Exhibit H. 4. Loan Assumption and Modification. (a) The following is hereby added to the end of Section 4.5.2 of the Contract: "In connection with obtaining the Loan Assumption and Release, Seller acknowledges that Purchaser shall negotiate with Lender for (i) a modification (the "Modification") of the Note and the Assumed Loan Documents to provide for a 30-year amortization period, and (ii) secondary financing (the "Additional Financing") in the minimum amount of $3,400,000.00 in connection with Purchaser's purchase of the Property (the Loan Assumption and Release, the Modification, and the Additional Financing collectively referred to herein as the "Loan Assumption and Modification")." Purchaser shall be responsible for all Lender Fees imposed or charged by Lender in connection with the Loan Assumption and Modification." (b) Section 4.5.4 of the Contract is hereby amended and restated in its entirety as follows: 4.5.4 If (a) Purchaser fully complies with its obligations under this Contract (including this Section 4.5) and the requirements of the Assumed Loan Documents in connection with obtaining the Loan Assumption and Modification, (b) Purchaser uses best efforts to obtain the Loan Assumption and Modification, and (c) Purchaser does not obtain the consent of the Lender to the Loan Assumption and Modification on or before 3 Business Days prior to the Closing Date (the "Loan Approval Period") for reasons other than (i) Purchaser's failure to submit a complete Loan Assumption Application, or (ii) Purchaser's creditworthiness, then Purchaser shall have the right, on or before the expiration of the Loan Approval Period, to give Escrow Agent notice terminating this Contract based solely on the fact that the Loan Assumption and Modification has not been approved by the Lender (the "Loan Approval Termination"), in which event this Contract shall be of no further force and effect, subject to and except for Purchaser's liability pursuant to Section 3.3 and any other provision of this Contract which survives such termination, and Escrow Agent shall forthwith return the Deposit to Purchaser. If Purchaser fails to provide Seller with written notice of 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 4.5.4 shall be permanently waived, this Contract shall remain in full force and effect, the Deposit shall be non-refundable, 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 either (x) the Loan Approval Period expires and Purchaser is entitled to but does not terminate this Contract, or (y) Purchaser does not obtain the consent of the Lender to the Loan Assumption and Modification on or before 3 Business Days prior to the Closing Date because either (I) Purchaser's failed to submit a complete Loan Assumption Application, or (II) Lender determined that Purchaser was not creditworthy, the Loan Assumption and Modification shall not be a condition to Purchaser's obligation to close, and, if the Loan Assumption and Release is not obtained and Closing has not occurred on or before the Closing Date, Purchaser shall be in default under this Contract, entitling the 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 Purchaser's liability pursuant to Section 3.3 and any other provision of this Contract which survives such termination. Under no circumstances shall Seller be required to cause the pay-off of the Loan at the Closing. (c) The following new Section 1.1.34.5 is hereby added to the Contract: "1.1.34.5 "Loan Assumption and Modification" shall have the meaning section forth in Section 4.5.2." (d) The following new Section 1.1.2.5 is hereby added to the Contract: "1.1.2.5 "Additional Financing" shall have the meaning set forth in Section 4.5.2." (e) The following new Section 1.1.39.5 is hereby added to the Contract: "1.1.39.5 "Modification" shall have the meaning set forth in Section 4.5.2" 5. Miscellaneous. The following provisions shall apply with respect to this Amendment: (a) Except as modified herein, the Contract, is in full force and effect and is hereby ratified by Seller and Purchaser. (b) Capitalized terms not defined herein shall have the same meaning as set forth in the Contract. (c) In the event of any conflict between the Contract and this Amendment, the terms and conditions of this Amendment shall control. (d) This Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement. Executed copies hereof may be delivered by telecopier and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter. [signature pages follow] NOW, THEREFORE, the Parties hereto have executed this Amendment as of the date first set forth above. Seller: MULTI-BENEFIT REALTY FUND '87-1, a California limited partnership By: Concap Equities, Inc. a Delaware corporation, Its General Partner By: /s/Patrick F. Slavin Name: Patrick F. Slavin Title:Senior Vice President [Purchaser signature page follows] [PURCHASER SIGNATURE PAGE TO AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SHADOW BROOK APARTMENTS] Purchaser: RDO PROPERTIES, LLC a Utah limited liability company By: /s/David O'Leary Name: David O'Leary Title:Member Exhibit 10.27 THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into to be effective as of the 10th day of October, 2003 (the "Amendment Date"), by and between MULTI-BENEFIT REALTY FUND '87-1, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and RDO PROPERTIES, LLC, a Utah limited liability company, having an address at 5445 South Highland Drive, Salt Lake City, Utah ("Purchaser"). (Seller and Purchaser collectively referred to as the "Parties" and each individually as "Party"). Recitals: A. WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract dated August 7, 2003 for the Property described therein, as amended by (i) that certain Amendment to Purchase and Sale Contract dated September 11, 2003, and (ii) that certain Second Amendment to Purchase and Sale Contract dated September 18, 2003 (as amended, the "Contract"). B. WHEREAS, Seller and Purchaser desire to amend the Contract on the terms set forth herein. NOW, THEREFORE, in consideration of the Contract, the covenants, promises, agreements, and conditions contained herein, and for other good and valuable considerations, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties agree to amend the Contract as follows: Agreement: 1. Loan Approval Period. The phrase "on or before 3 Business Days prior to the Closing Date" in each instance in Section 4.5.4, subparagraph (c), of the Contract is hereby deleted and replaced in its entirety with the phrase "on or before October 17, 2003" which shall be the expiration of the Loan Approval Period. 2. Closing Date. The first sentence of Section 5.1 of the Contract is hereby amended and replaced in its entirety to read as follows: "The Closing shall occur on the date (the "Closing Date") which is the earlier of (I) 5 Business Days after Lender approves the Loan Assumption and Modification, or (II) October 24, 2003, through an escrow with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means." 3. Miscellaneous. The following provisions shall apply with respect to this Amendment: (a) Except as modified herein, the Contract, is in full force and effect and is hereby ratified by Seller and Purchaser. (b) Capitalized terms not defined herein shall have the same meaning as set forth in the Contract. (c) In the event of any conflict between the Contract and this Amendment, the terms and conditions of this Amendment shall control. (d) This Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement. Executed copies hereof may be delivered by telecopier and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter. [signature pages follow] NOW, THEREFORE, the Parties hereto have executed this Amendment as of the date first set forth above. Seller: MULTI-BENEFIT REALTY FUND '87-1, a California limited partnership By: Concap Equities, Inc. a Delaware corporation, Its General Partner By: /s/Harry Alcock Name: Harry Alcock Title:Executive Vice President [Purchaser signature page follows] [PURCHASER SIGNATURE PAGE TO THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SHADOW BROOK APARTMENTS] Purchaser: RDO PROPERTIES, LLC a Utah limited liability company By: /s/David O'Leary Name: David O'Leary Title:Member -----END PRIVACY-ENHANCED MESSAGE-----